##### Table of Contents



As filed with the Securities and Exchange Commission on
    September 18, 2007
 Registration
    No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form S-4
 REGISTRATION STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
 El Paso Natural Gas
    Company
 (Exact name of registrant as
    specified in its charter)
  Delaware

4922

74-0608280(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   El Paso Building
    1001 Louisiana Street
    Houston, Texas 77002(713) 420-2600(Address, including
    zip code, and telephone number,
    including area code, of registrants principal executive
    offices)

Marguerite Woung-Chapman 
    El Paso Building
    1001 Louisiana Street
    Houston, Texas 77002
    (713) 420-2600(Name, address,
    including zip code, and telephone
    number, including area code, of agent for
    service)   Copies to:
  Charles H. Still, Jr.
    Bracewell & Giuliani LLP
    711 Louisiana Street, Suite 2300
    Houston, Texas 77002
    (713) 221-3309

Lara Mason, Esq.
    El Paso Building
    1001 Louisiana Street
    Houston, Texas 77002
    (713) 420-2600   Approximate date of commencement of proposed sale of the
    securities to the public:
  o
  o
  o
  CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering Price


Aggregate


RegistrationSecurities to be Registered


Registered


per
    Unit(1)


Offering
    Price(1)


Fee5.95% Senior Notes Due 2017


$
355,000,000




100
%


$
355,000,000



$
10,899
(1)  (1)
    
    The registration fee was calculated pursuant to Rule 457(f)
    under the Securities Act of 1933. For purposes of this
    calculation, the Offering Price per Note was assumed to be the
    stated principal amount of each original note that may be
    received by the Registrant in the exchange transaction in which
    the notes will be offered.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.  SUBJECT TO COMPLETION, DATED
    SEPTEMBER 18, 2007
     El Paso Natural Gas
    Company
  $355,000,000
  Offer to Exchange
 Registered 5.95% Senior
    Notes Due 2017
 for
 All Outstanding
    5.95% Senior Notes Due 2017
  THE EXCHANGE OFFER WILL EXPIRE
    AT 5:00 P.M., NEW YORK
 CITY TIME,
    ON          ,
    2007, UNLESS EXTENDED
      The
    Notes
    TERMS OF THE EXCHANGE OFFER:
  
    The terms of the New Notes will be substantially identical to
    those of the Old Notes, except that the New Notes will not be
    subject to the transfer restrictions or registration rights
    relating to the Old Notes. The New Notes will represent the same
    debt as the Old Notes, and will be issued under the same
    indenture as the Old Notes.
    Subject to certain customary conditions, which we may waive, the
    exchange offer is not conditioned upon a minimum aggregate
    principal amount of Old Notes being tendered.
    Interest on the New Notes will accrue from April 4, 2007 at
    the rate of 5.95% per annum, payable semi-annually in arrears on
    each April 15 and October 15, beginning October 15,
    2007.
    Each New Note issued in exchange for an Old Note will have the
    same principal amount, optional redemption terms, interest
    payment dates and maturity as the Old Note for which it is
    exchanged.
    You may withdraw tenders of Old Notes at any time prior to the
    expiration of the exchange offer. We do not currently intend to
    extend the exchange offer.
    The exchange of Old Notes for New Notes will not be a taxable
    event for United States federal income tax purposes.
    We will not receive any proceeds from this exchange offer.
    The New Notes will not be listed on any securities exchange or
    the Nasdaq Stock Market, Inc.    PARTICIPATING IN THE EXCHANGE OFFER INVOLVES RISKS. SEE THE
    SECTION ENTITLED RISK FACTORS THAT BEGINS ON
    PAGE 6 FOR A DISCUSSION OF THE RISKS THAT YOU SHOULD
    CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER.
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.




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##### 



TABLE OF
    CONTENTS
   
 PageWhere You Can Find
    More Information


iCautionary
    Statement Regarding Forward-Looking Statements


iiIndustry
    Terms


iiProspectus
    Summary


1Risk
    Factors


6Use of
    Proceeds


13Selected Historical
    Financial and Operating Data


14Ratio of Earnings
    to Fixed Charges


15Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


16Business


25Management


30Executive
    Compensation


32Security Ownership
    of Certain Beneficial Owners and Management


33Certain
    Relationships and Related Party Transactions


34The Exchange
    Offer


35Description of the
    Notes


43Book-Entry and
    Settlements; Deposit Procedures


51Plan of
    Distribution


53Material United
    States Federal Income Tax Considerations


54Legal
    Matters


58Experts


58Index to
    Consolidated Financial Statements


F-1Opinion of Bracewell & Giuliani LLP - ValidityOpinion of Bracewell & Giuliani LLP - Tax MattersComputation of Ratio of Earnings to Fixed ChargesSubsidiariesConsent of Ernst & Young LLPConsent of PricewaterhouseCoopers LLPStatement of Eligibility and Qualifications on Form T-1        WHERE
    YOU CAN FIND MORE INFORMATION
  Form S-4
  This prospectus incorporates important business and financial
    information about us that is not included in or delivered with
    the prospectus. This information is available without charge to
    holders of the notes upon written or oral request to the
    Corporate Secretary, El Paso Building, 1001 Louisiana
    Street, Houston, Texas 77002, telephone number
    (713) 420-2600.
    In order to obtain timely delivery, you must request documents
    from us no later than five business days before the expiration
    of the exchange offer.
  1-800-SEC-0330
 i




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http:
    //www.sec.gov
  We have not authorized anyone to give any information or make
    any representation that differs from, or adds to, the
    information in this document or in our documents that are
    publicly filed with the SEC. Therefore, if anyone does give you
    different or additional information, you should not rely on
    it.
  If you are in a jurisdiction where it is unlawful to offer to
    exchange or sell, or to ask for offers to exchange or buy, the
    securities offered by this document, or if you are a person to
    whom it is unlawful to direct these activities, then the offer
    presented by this document does not extend to you.
  The information contained in this document speaks only as of
    its date unless the information specifically indicates that
    another date applies.
  CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
      INDUSTRY
    TERMS
    /d     =
    per day
    BBtu = billion British thermal units
    Bcf  = billion cubic feet

LNG  = liquified natural
    gas 
    MMcf = million cubic feet    ii




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PROSPECTUS
    SUMMARY
  This summary highlights some basic information appearing in
    other sections of this prospectus to help you understand our
    business and the exchange offer. This summary does not contain
    all the information that you should consider before exchanging
    Old Notes for New Notes. You should carefully read this
    prospectus to understand fully the terms of the exchange offer
    and the New Notes, as well as the tax and other considerations
    that may be important to you. You should pay special attention
    to the Risk Factors section beginning on page 6
    of this prospectus and the section entitled Cautionary
    Statement Regarding Forward-Looking Statements on page ii.
    You should rely only on the information contained in this
    document. We have not authorized anyone to provide you with
    information that is different. This document may only be used
    where it is legal to sell these securities. The information in
    this document may only be accurate on the date of this document.
    For purposes of this prospectus, unless the context otherwise
    indicates, when we refer to El Paso Natural
    Gas, us, we, our,
    ours, or EPNG we are describing
    El Paso Natural Gas Company, together with its
    subsidiaries. References to El Paso mean
    El Paso Corporation.
  Our
    Company
        
    Successfully recontracting expiring transportation capacity;
    Developing storage capacity to serve our market area;
    Focusing on cost efficiencies, especially fuel use;
    Successfully completing expansion projects; and
    Attracting new supply and transporting natural gas to new
    markets.    The EPNG System.
  The Mojave Pipeline Company (Mojave)
    System.
  Storage Facility.
  (713) 420-2600.
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##### Table of Contents



Summary
    of the Terms of the Exchange Offer
  Initial Offering of Old Notes
    
    On April 4, 2007, we issued in a private placement
    $355 million amount of 5.95% Senior Notes Due 2017. We
    refer to these notes as the Old Notes in this prospectus.Registration Rights Agreement
    
    Pursuant to the registration rights agreement between us and the
    initial purchasers entered into in connection with the private
    placement of the Old Notes, we agreed to offer to exchange the
    Old Notes for up to $355 million principal amount of
    5.95% Senior Notes Due 2017 that are being offered hereby.
    We refer to the notes issued for the Old Notes in this exchange
    offer as the New Notes. We have filed the registration statement
    of which this prospectus is a part of to meet our obligations
    under the registration rights agreement. If we fail to satisfy
    our obligations under the registration rights agreement, we will
    be required to pay additional interest to holders of the Old
    Notes under specified circumstances.The Exchange Offer
    
    We are offering to exchange all Old Notes for the same aggregate
    principal amount of the New Notes, which have been registered
    under the Securities Act. The Old Notes may be tendered only in
    $1,000 increments. We will exchange New Notes for all Old Notes
    that are validly tendered and not withdrawn prior to the
    expiration of the exchange offer. We will cause the exchange to
    be effected promptly after the expiration date of the exchange
    offer. The New Notes will evidence the same debt as the Old
    Notes and will be issued under and entitled to the benefits of
    the same indenture that governs the Old Notes. Because we have
    registered the New Notes, the New Notes will not be subject to
    transfer restrictions, and holders of Old Notes that have
    tendered and had their outstanding notes accepted in the
    exchange offer will have no registration rights.If You Fail to Exchange Your Old Notes
    
    If you do not exchange your Old Notes for New Notes in the
    exchange offer, you will continue to be subject to the
    restrictions on transfer provided in the Old Notes and the
    indenture governing those notes. In general, you may not offer
    or sell your Old Notes unless they are registered under the
    federal securities laws or are sold in a transaction exempt from
    or not subject to the registration requirements of the federal
    securities laws and applicable state securities laws.Procedures for Tendering Your Old Notes
    
    If you wish to tender your Old Notes for New Notes, you must: complete and sign the enclosed letter of transmittal
    by following the related instructions, and send the letter of transmittal, as directed in the
    instructions, together with any other required documents, to the
    exchange agent either (1) with the Old Notes to be
    tendered, or (2) in compliance with the specified
    procedures for guaranteed delivery of the Old Notes.Brokers, dealers, commercial banks, trust companies and other
    nominees may also effect tenders by book-entry transfer.
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By executing the letter of transmittal (or, in the case of the
    Old Notes tendered by book-entry transfer, by transmitting an
    agents message in lieu thereof) you will represent to us
    that, among other things: the New Notes you receive will be acquired in the
    ordinary course of your business; you are not participating, and you have no
    arrangement with any person or entity to participate, in the
    distribution of the New Notes; you are not our affiliate, as defined in
    Rule 405 under the Securities Act, or a broker-dealer
    tendering Old Notes acquired directly from us for resale
    pursuant to Rule 144A or any other available exemption
    under the Securities Act; and if you are not a broker-dealer, that you are not
    engaged in and do not intend to engage in the distribution of
    the New Notes.If your Old Notes are registered in the name of a broker,
    dealer, commercial bank, trust company or other nominee, we urge
    you to contact that person promptly if you wish to tender your
    Old Notes pursuant to this exchange offer. See The
    Exchange Offer  Procedures for Tendering Old
    Notes. Please do not send your letter of transmittal or
    certificates representing your Old Notes to us. Those documents
    should be sent only to the exchange agent. Questions regarding
    how to tender and requests for information should be directed to
    the exchange agent. See The Exchange Offer 
    Exchange Agent.Resale of the New Notes
    
    Except as provided below, we believe that the New Notes may be
    offered for resale, resold and otherwise transferred by you
    without compliance with the registration and prospectus delivery
    provisions of the Securities Act provided that: the New Notes are being acquired in the ordinary
    course of business, you are not participating, do not intend to
    participate, and have no arrangement or understanding with any
    person to participate in the distribution of the New Notes
    issued to you in the exchange offer, you are not our affiliate, and you are not a broker-dealer tendering Old Notes
    acquired directly from us for your account.Our belief is based on interpretations by the staff of the SEC,
    as set forth in no-action letters issued to third parties that
    are not related to us. The SEC has not considered this exchange
    offer in the context of a no-action letter, and we cannot assure
    you that the SEC would make similar determinations with respect
    to this exchange offer. If any of these conditions are not
    satisfied, or if our belief is not accurate, and you transfer
    any New Notes issued to you in the exchange offer without
    delivering a resale prospectus meeting the requirements of the
    Securities Act or without an
 3




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exemption from registration of your New Notes from those
    requirements, you may incur liability under the Securities Act.
    We will not assume, nor will we indemnify you against, any such
    liability. Each broker-dealer that receives New Notes for its
    own account in exchange for Old Notes, where the Old Notes were
    acquired by such broker-dealer as a result of market-making or
    other trading activities, must acknowledge that it will deliver
    a prospectus in connection with any resale of such New Notes.
    See Plan of Distribution.Expiration Date
    
    The exchange offer will expire at 5:00 p.m., New York City
    time,
    on          ,
    2007, unless we decide to extend the expiration date. We do not
    currently intend to extend the exchange offer.Conditions to the Exchange Offer
    
    The exchange offer is not subject to any conditions other than
    that it does not violate applicable law or any applicable
    interpretation of the staff of the SEC.Exchange Agent
    
    We have appointed Wilmington Trust Company, as exchange
    agent for the exchange offer. You can reach the exchange agent
    at the address set forth on the back cover of this prospectus.
    For more information with respect to the exchange offer, you may
    call the exchange agent at (302) 636-6470.Withdrawal Rights
    
    You may withdraw the tender of your Old Notes at any time before
    the expiration date of the exchange offer. You must follow the
    withdrawal procedures as described under the heading The
    Exchange Offer  Withdrawal of Tenders.Federal Income Tax Considerations
    
    The exchange of Old Notes for the New Notes in the exchange
    offer will not be a taxable event for U.S. federal income tax
    purposes. See Material United States Federal Income Tax
    Considerations.Acceptance of Old Notes and Delivery of New Notes
    
    We will accept for exchange any and all Old Notes that are
    properly tendered in the exchange offer prior to the expiration
    date. See The Exchange Offer  Procedures for
    Tendering Old Notes. The New Notes issued pursuant to the
    exchange offer will be delivered promptly following the
    expiration date.
 4




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Summary
    of Terms of New Notes
  Issuer
    
    El Paso Natural Gas CompanyNew Notes
    
    $355 million aggregate principal amount of
    5.95% Senior Notes Due 2017.Maturity Date
    
    April 15, 2017.Interest Rate
    
    5.95% per annum, accruing from April 4, 2007.Interest Payment Dates
    
    April 15 and October 15 of each year, beginning October 15,
    2007.Optional Redemption
    
    We may redeem the New Notes, in whole or in part, at any time
    prior to their maturity at the redemption price described in
    this prospectus under Description of the Notes 
    Optional Redemption of Notes, which will include a
    make-whole premium. The notes will not be subject to any sinking
    fund provision.Ranking
    
    The New Notes will: be our senior unsecured indebtedness, ranking
    equally in right of payment with all of our existing and future
    unsecured senior indebtedness; be senior in right of payment to any of our future
    subordinated indebtedness; be effectively junior to any of our future secured
    indebtedness to the extent of the assets securing such
    indebtedness; and not be guaranteed by any of our subsidiaries,
    unconsolidated affiliates or parent companies, and accordingly,
    will be effectively junior to all existing and future
    indebtedness and other liabilities of our subsidiaries and
    unconsolidated affiliates. See Description of the
    Notes  General.Our consolidated subsidiaries have no outstanding indebtedness.
    We have no secured debt.Covenants
    
    The indenture governing the notes contains covenants, including,
    but not limited to, covenants limiting (1) the creation of
    liens securing indebtedness, (2) the entry into certain
    sale-leaseback transactions, and (3) certain mergers and
    consolidations and transfers of assets. For a more detailed
    description, see Description of Notes 
    Covenants.Use of Proceeds
    
    We will not receive any proceeds from the exchange of the
    outstanding Old Notes for the New Notes. See Use of
    Proceeds.Risk Factors
    
    You should read the Risk Factors section beginning
    on page 6, as well as the other cautionary statements
    throughout this prospectus, to ensure you understand the risks
    associated with the exchange of the outstanding Old Notes for
    the New Notes.Further Issuances
    
    We may, from time to time, without notice to or the consent of
    the holders of the New Notes, increase the principal amount of
    this series of notes under the indenture and issue such
    increased principal amount (or any portion thereof), in which
    case any additional notes so issued will have the same form and
    terms (other than the date of issuance and, under certain
    circumstances, the date from which interest thereon will begin
    to accrue), and will carry the same right to receive accrued and
    unpaid interest, as the New Notes previously issued, and such
    additional notes will form a single series with the notes.
 5




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RISK
    FACTORS
  Before you decide to participate in the exchange offer, you
    should read the following risks, uncertainties and factors that
    may adversely affect us.
  Risks
    Related to Our Business
  Our
    success depends on factors beyond our control.
    
    service area competition;
    expiration or turn back of significant contracts;
    changes in regulation and actions of regulatory bodies;
    weather conditions that impact throughput and storage levels;
    price competition;
    drilling activity and availability of natural gas;
    continued development of additional sources of gas supply that
    can be accessed;
    decreased natural gas demand due to various factors, including
    increases in prices and the increased availability or popularity
    of alternative energy sources such as hydroelectric, nuclear,
    wind, coal and fuel oil;
    availability and increased cost of capital to fund ongoing
    maintenance and growth projects;
    opposition to energy infrastructure development, especially in
    environmentally sensitive areas;
    adverse general economic conditions;
    expiration or renewal of existing interests in real property
    including real property on Native American lands; and
    unfavorable movements in natural gas prices in supply and demand
    areas.  The
    revenues of our pipeline businesses are generated under
    contracts that must be renegotiated periodically, some of which
    are for a substantial portion of our firm transportation
    capacity.
    page F-23.
 6




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Fluctuations
    in energy commodity prices could adversely affect our
    business.
    
    regional, domestic and international supply and demand;
    availability and adequacy of transportation facilities;
    energy legislation;
    federal and state taxes, if any, on the transportation and
    storage of natural gas;
    abundance of supplies of alternative energy sources; and
    political unrest among oil producing countries.  The
    agencies that regulate us and our customers affect our
    profitability.
       7




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Environmental
    compliance and remediation costs and the costs of environmental
    liabilities could exceed our estimates.
    
    The uncertainties in estimating pollution control and clean up
    costs, including sites where preliminary site investigation or
    assessments have been completed;
    The discovery of new sites or additional information at existing
    sites;
    The uncertainty in quantifying liability under environmental
    laws that impose joint and several liability on all potentially
    responsible parties; and
    The nature of environmental laws and regulations, including the
    interpretation and enforcement thereof.    page F-16.
  Our
    operations are subject to operational hazards and uninsured
    risks.
      The
    expansion of our business by constructing new facilities
    subjects us to construction and other risks that may adversely
    affect our financial results.
    
    our ability to obtain necessary approvals and permits by
    regulatory agencies on a timely basis and on terms that are
    acceptable to us; 8




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
    the ability to obtain continued access to sufficient capital to
    fund expansion projects;
    potential changes in federal, state and local statutes and
    regulations, including environmental requirements, that prevent
    a project from proceeding or increase the anticipated cost of
    the project;
    impediments on our ability to acquire rights-of-way or land
    rights on a timely basis on terms that are acceptable to us;
    our ability to construct projects within anticipated costs,
    including the risk that we may incur cost overruns resulting
    from inflation or increased costs of equipment, materials or
    labor, or other factors beyond our control, that may be material;
    lack of anticipated future growth in natural gas supply; and
    lack of transportation, storage or throughput commitments.    Our
    business requires the retention and recruitment of a skilled
    workforce and the loss of employees could result in the failure
    to implement our business plan.
    Risks
    Related to Our Affiliation with El Paso
    Our
    relationship with El Paso and its financial condition
    subjects us to potential risks that are beyond our
    control.
    page F-24.
  We may
    be subject to a change of control if an event of default occurs
    under El Pasos credit agreement.
   9




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A
    default under El Pasos $1.75 billion credit
    agreement by any party could accelerate our future borrowings,
    if any, under the credit agreement and our long-term debt, which
    could adversely affect our liquidity position.
      We are
    an indirect wholly owned subsidiary of
    El Paso.
    
    our payment of dividends;
    decisions on our financing and capital raising activities;
    mergers or other business combinations;
    our acquisitions or dispositions of assets; and
    our participation in El Pasos cash management program.    Risks
    Associated with the Exchange Offer
  If you
    fail to follow the exchange offer procedures, your Old Notes
    will not be accepted for exchange.
   10




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If you
    fail to exchange your Old Notes for New Notes, they will
    continue to be subject to the existing transfer restrictions and
    you may not be able to sell them.
    Risks
    Related to the Notes
  Our
    substantial indebtedness could impair our financial condition
    and our ability to fulfill our debt obligations, including our
    obligations under the notes.
      
    make it more difficult for us to satisfy our obligations with
    respect to the notes and our other indebtedness, which could in
    turn result in an event of default on such other indebtedness or
    the notes;
    impair our ability to obtain additional financing in the future
    for working capital, capital expenditures, acquisitions, general
    corporate purposes or other purposes;
    diminish our ability to withstand a downturn in our business or
    the economy generally;
    require us to dedicate a substantial portion of our cash flow
    from operations to debt service payments, thereby reducing the
    availability of cash for working capital, capital expenditures,
    acquisitions, general corporate purposes or other purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate; and
    place us at a competitive disadvantage compared to our
    competitors that have proportionately less debt.      A
    default under El Pasos $1.75 billion credit
    agreement by any party could accelerate our future borrowings,
    if any, under the credit agreement and our long-term debt, which
    could adversely affect our liquidity position.
     11




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We may
    be subject to a change of control if an event of default occurs
    under El Pasos credit agreement.
    The
    notes will be effectively subordinated to liabilities and
    indebtedness of our subsidiaries and subordinated to any of our
    secured indebtedness to the extent of the assets securing such
    indebtedness.
    Because
    there is no public market for the New Notes, you may not be able
    to resell them.
    
    changes in the overall market for non-investment grade
    securities;
    changes in our financial performance or prospects;
    the prospects for companies in our industry generally;
    the number of holders of the New Notes;
    the interest of securities dealers in making a market for the
    New Notes; and
    prevailing interest rates and general economic conditions. 12




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USE
    OF PROCEEDS
   13




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SELECTED
    HISTORICAL FINANCIAL AND OPERATING DATA
  page F-1.
  Six Months EndedYear Ended December 31,


June 30,2006


2005


2004


2003


2002


2007


2006(In millions)Operating Results
    Data:Operating revenues

$
588


$
497


$
508


$
526


$
564


$
281


$
295Operating expensesOperation and maintenance


183



232



166



163



172



98



97Western Energy settlement














127



412







Depreciation, depletion and
    amortization


92



74



72



66



63



42



48Taxes, other than income taxes


30



29



28



29



21



15



16305



335



266



385



668



155



161Operating income (loss)


283



162



242



141



(104
)


126



134Other income, net


3



8



7



7







3



3Interest and debt expense


(95
)


(92
)


(92
)


(90
)


(72
)


(49
)


(47
)Affiliated interest income, net


53



32



19



20



22



32



25Income (loss) before income taxes


244



110



176



78



(154
)


112



115Income taxes


92



46



58



31



(55
)


42



44Net income (loss)

$
152


$
64


$
118


$
47


$
(99
)

$
70


$
71Financial Position
    Data:Total property, plant and
    equipment, net

$
2,306


$
2,224


$
2,133


$
2,041


$
1,908


$
2,361Total assets

$
3,631


$
3,378


$
3,225


$
3,724


$
3,189


$
3,833Total long-term debt

$
1,111


$
1,110


$
1,110


$
1,109


$
758


$
1,166Stockholders equity

$
1,726


$
1,578


$
1,513


$
1,322


$
1,153


$
1,800Operating Data:Throughput volumes
    (BBtu/d)(1)


4,255



4,214



4,235



4,066



4,065



4,157



4,093     (1)
    
    Throughput volumes exclude
    throughput transported by Mojave on behalf of EPNG. 14




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##### Table of Contents



RATIO
    OF EARNINGS TO FIXED CHARGES
  Six Months EndedYear Ended December 31,

June 30,2006

2005

2004

2003

2002

2007

2006Ratio of earnings to fixed charges


3.51
x


2.13
x


2.82
x


1.82
x


(1
)


3.18
x


3.33x     (1)
    
    Earnings were inadequate to cover
    fixed charges by $160 million.   15




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  page F-1
  Overview
    Percent of TotalType

Description

Revenues in 2006Reservation

Reservation revenues are from
    customers (referred to as firm customers) that reserve capacity
    on our pipeline systems and storage facilities. These firm
    customers are obligated to pay a monthly reservation or demand
    charge, regardless of the amount of natural gas they transport
    or store, for the term of their contracts.


90Usage and Other

Usage revenues are from both firm
    customers and interruptible customers (those without reserved
    capacity) who pay charges based on the volume of gas actually
    transported, injected or withdrawn.


10   true-up
     16




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##### Table of Contents



Percent of Total


Reservation


Percent of TotalBBtu/d(1)


Contracted Capacity


Revenue


Reservation Revenue(In millions)2007


1,055



20


$
71



152008


1,079



21



85



182009


434



8



71



152010


341



7



37



72011


1,275



25



62



132012 and beyond


974



19



153



32Total


5,158



100


$
479



100     (1)
    
    Excludes EPNG capacity on the
    Mojave system.  Results
    of Operations
    Six Months EndedYear Ended December 31,


June 30,2006


2005


2004


2007


2006(In millions, except volume amounts)Operating revenues

$
588


$
497


$
508


$
281


$
295Operating expenses


(305
)


(335
)


(266
)


(155
)


(161
)Operating income


283



162



242



126



134Other income, net


3



8



7



3



3EBIT


286



170



249



129



137Interest and debt expense


(95
)


(92
)


(92
)


(49
)


(47
)Affiliated interest income


53



32



19



32



25Income taxes


(92
)


(46
)


(58
)


(42
)


(44
)Net income

$
152


$
64


$
118


$
70


$
71Throughput volumes
    (BBtu/d)(1)


4,255



4,214



4,235



4,157



4,093     (1)
    
    Throughput volumes exclude
    throughput transported by Mojave on behalf of EPNG. 17




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##### Table of Contents



Six
    Months Ended June 30, 2007 Compared to Six Months Ended
    June 30, 2006
    EBITRevenue


Expense


ImpactFavorable/(Unfavorable)(In millions)Transportation revenues

$
(14
)

$



$
(14
)Operational gas and revaluations






6



6Depreciation and amortization
    expense






6



6Other(1)






(6
)


(6
)Total impact on EBIT

$
(14
)

$
6


$
(8
)     (1)
    
    Consists of individually
    insignificant items.  Transportation Revenues. page F-30.
  
    EPNG In August 2007, we received approval of
    the settlement of our rate case from the FERC. The settlement
    provides benefits for both us and our customers for a three year
    period ending December 31, 2008. Under the terms of the
    settlement, EPNG is required to file a new rate case to be
    effective January 1, 2009. Our financial statements reflect
    the proposed rates and we have reserved sufficient amounts to
    meet our refund obligations under this settlement. We have asked
    FERC for approval to begin billing the settlement rates on
    October 1, 2007 and we will make refunds, with interest,
    within 120 days of that date. Our financial statements
    reflect the proposed rates and we have estimated and reserved a
    sufficient amount to meet our obligations under this settlement.
    The refunds will be funded by drawing amounts under our cash
    management program with El Paso.
    Mojave In February 2007, as required by its
    prior rate case settlement, Mojave filed with the FERC a general
    rate case proposing a 33 percent decrease in its base
    tariff rates resulting from a variety of factors, including a
    decline in rate base and various changes in rate design since
    its last rate case. No new services were proposed. These
    proposed rates would result in a decrease in revenues of
    approximately $13 million annually. The new base rates were
    effective March 1, 2007 and are subject to further
    adjustment upon the outcome of the rate case proceeding. Mojave
    is actively engaged in settlement negotiations with its
    customers. The participants have reached an agreement in
    principle and, in September 2007, the procedural schedule was
    suspended to enable the participants to prepare and present a
    formal offer of settlement to the Presiding Judge in this
    proceeding, and to the FERC.    Operational Gas and Revaluations.
  Depreciation and Amortization Expense.
 18




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##### Table of Contents



Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
    EBITRevenue


Expense


Other


ImpactFavorable/(Unfavorable)(In millions)EPNG reservation and other
    services revenues

$
77


$



$



$
77Lower litigation accruals






42







42Enron bankruptcy settlement


14



3







17Lower general and administrative
    expense






10







10Higher depreciation expense






(18
)






(18
)Higher rights-of-way expense






(12
)






(12
)Other(1)






5



(5
)


Total impact on EBIT

$
91


$
30


$
(5
)

$
116     (1)
    
    Consists of individually
    insignificant items.    EPNG Reservation and Other Services
    Revenues.
  Lower Litigation Accruals. page F-16.
  Enron Bankruptcy Settlement. page F-16.
  Lower General and Administrative
    Expense.
  Higher Depreciation Expense.
  Higher Rights-Of-Way Expense. page F-16.
 19




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##### Table of Contents



Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
    EBITRevenue


Expense


Other


ImpactFavorable/(Unfavorable)(In millions)Higher litigation accruals

$



$
(42
)

$



$
(42
)Gas not used in operations and
    revaluations


(15
)


(9
)






(24
)Higher general and administrative
    expenses






(15
)






(15
)Other(1)


4



(3
)


1



2Total impact on EBIT

$
(11
)

$
(69
)

$
1


$
(79
)     (1)
    
    Consists of individually
    insignificant items.    Higher Litigation Accruals. page F-16.
  Gas Not Used in Operations and
    Revaluations.
    true-up
  Higher General and Administrative
    Expenses.
  Accounting for Pipeline Integrity Costs.
 20




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##### Table of Contents



Affiliated
    Interest Income
  Six
    Months Ended June 30, 2007 Compared to Six Months Ended
    June 30, 2006
    Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
    Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
    Income
    Taxes
  Six Months EndedYear Ended December 31,

June 30,2006

2005

2004

2007

2006(In millions, except for rates)Income taxes

$
92


$
46


$
58


$
42


$
44Effective tax rate


38
%


42
%


33
%


38
%


38
%   page F-13.
  Liquidity
    and Capital Expenditures
  Liquidity
    Overview
  page F-34,
 21




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##### Table of Contents



page F-15.
    Debt.
    Capital
    Expenditures
      Six MonthsEndedJune 30,


20072007


Remaining


Total(In millions)Maintenance

$
54


$
63


$
117Expansion


4



19



23Total

$
58


$
82


$
140   Commitments
    and Contingencies
  Legal
    Proceedings
   22




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##### Table of Contents



Environmental
    Matters
  page F-16.
  Critical
    Accounting Policies
  and/or
  Cost-Based Regulation. Accounting for the Effects of Certain Types of
    Regulation
  Accounting for Legal and Environmental
    Reserves.
  Contractual
    Obligations
    2007


2008


2009


2010


2011


Thereafter


Total(In millions)Long-term
    obligations:(1)Principal

$



$



$



$
355
(2)

$



$
760


$
1,115Interest


90



90



90



90
(2)


63



975



1,398Capital
    commitments(3)


17























17Operating lease
    obligations(1)


8



2



2



1











13Total contractual obligations

$
115


$
92


$
92


$
446


$
63


$
1,735


$
2,543     (1)
    
    See Notes 5 and 6 to our
    Consolidated Financial Statements beginning on
    page F-15.(2)
    
    In April 2007, approximately $301
    million of this debt was refinanced with the 5.95% senior notes
    registered in this prospectus. 23




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##### Table of Contents



(3)
    
    Amount relates to planned capital
    projects that are discretionary in nature, with no substantial
    contractual capital commitments made in advance of the actual
    expenditure.  Guarantees
    New
    Accounting Pronouncements Issued But Not Yet Adopted
  page F-8
  Quantitative
    And Qualitative Disclosures About Market Risk
    June 30, 2007Expected Fiscal Year of Maturityof Carrying Amounts


December 31, 2006Fair


Carrying


Fair2010


Thereafter


Total


Value


Amount


Value(In millions, except for rates)Liabilities:Long-term debt  fixed
    rate

$
53


$
1,113


$
1,166


$
1,276


$
1,111


$
1,273Average effective interest rate


7.9
%


7.5
%  24




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##### Table of Contents



BUSINESS
  Overview
    and Strategy
        
    Successfully recontracting expiring transportation capacity;
    Developing storage capacity to serve our market area;
    Focusing on cost efficiencies, especially fuel use;
    Successfully completing expansion projects; and
    Attracting new supply and transporting natural gas to new
    markets.    The EPNG System.
  The Mojave Pipeline Company (Mojave)
    System.
  Storage Facility.
  Markets
    and Competition
     25




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##### Table of Contents



26




---



##### Table of Contents



PipelineSystem

Customer Information

Contract Information

CompetitionEPNG

Approximately 160 firm and
    interruptible customers

Approximately 190 firm
    transportation contracts. Weighted average remaining contract
    term of approximately four years.

EPNG faces competition in the west
    and southwest from other existing and proposed pipelines, from
    California storage facilities, and alternative energy sources
    that are used to generate electricity such as hydroelectric,
    nuclear, wind, coal and fuel oil. In addition, construction of
    facilities to bring LNG into California and northern Mexico are
    underway.Major Customers:Southern CaliforniaGas
    Company (SoCal)(101
    BBtu/d)

Expires in 2007.(187
    BBtu/d)

Expires in 2009.(561
    BBtu/d)

Expire in 2010-2011.Southwest Gas
    Corporation(11
    BBtu/d)

Expires in 2008.(476
    BBtu/d)

Expire in 2011-2015.Mojave

Approximately 20 firm and
    interruptible customers

Approximately six firm
    transportation contracts. Weighted average remaining contract
    term of approximately seven years.

Mojave faces competition from other
    existing and proposed pipelines and alternative energy sources
    that are used to generate electricity such as hydroelectric,
    nuclear, wind, coal and fuel oil. In addition, construction of
    facilities to bring LNG into California and northern Mexico are
    underway.Major Customers:Los Angeles Department
    of  Water and Power(50
    BBtu/d)

Expires in 2007.EPNG(312
    BBtu/d)

Expires in 2015.   Regulatory
    Environment
    
    rates and charges for natural gas transportation and storage;
    certification and construction of new facilities;
    extension or abandonment of services and facilities;
    maintenance of accounts and records;
    relationships between pipelines and certain affiliates; 27




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##### Table of Contents




    terms and conditions of services;
    depreciation and amortization policies;
    acquisition and disposition of facilities; and
    initiation and discontinuation of services.      Environmental
  page F-16.
  Employees
    Properties
    Legal
    Proceedings
  Sierra Pacific Resources and Nevada Power Company v.
    El Paso et al.
  Carlsbad.
 28




---



##### Table of Contents



Baldonado et al. v. EPNG Baldonado
  Gas Measurement Cases. and/or re: Natural Gas Royalties Qui Tam Litigation,
  Will Price, et al. v. Gas Pipelines
    and Their Predecessors, et al.,
  Bank America. Bank of America, et al. v. El Paso Natural
    Gas and Burlington Resources Oil and Gas Company, L.P., Bank of America v. El Paso Natural Gas
   29




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##### Table of Contents



MANAGEMENT
  Executive
    Officers and Directors
      Name

Age

Position

Officer SinceJames J. Cleary

52

President and Director (Principal
    Executive Officer)

2004James C. Yardley

55

Chairman of the Board

2006John R. Sult

48

Senior Vice President, Chief
    Financial Officer, and Controller (Principal Accounting Officer
    and Financial Officer)

2005Daniel B. Martin

51

Senior Vice President and Director

2000Thomas L. Price

52

Vice President and Director

2002   James J. Cleary
  James C. Yardley
  John R. Sult
 30




---



##### Table of Contents



Daniel B. Martin
  Thomas L. Price
  www.elpaso.com
 31




---



##### Table of Contents



EXECUTIVE
    COMPENSATION
   32




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##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT
    Amount and Nature ofTitle of Class

Name

Beneficial Ownership

Percent of ClassCommon Stock

El Paso EPNG Investments,
    L.L.C.(1)1001 Louisiana Street
    Houston, Texas 77002

1,000 shares


100
%     (1)
    
    We are a direct wholly-owned
    subsidiary of El Paso EPNG Investments, L.L.C. which is a
    direct wholly-owned subsidiary of El Paso Corporation.    Shares of


Shares





Percentage ofCommon


Underlying


Total Shares


Total SharesStock


Options


of Common


of CommonOwned


Exercisable


Stock


StockDirectly or


Within


Beneficially


BeneficiallyName of Beneficial Owner

Indirectly


60
    Days(1)


Owned


Owned(2)James J. Cleary


62,808



205,562



268,370




*James C. Yardley


176,947



273,280



450,227




*John R. Sult


54,657



33,413



88,070




*Daniel B. Martin


123,889



242,565



366,454




*Thomas L. Price


52,592



54,189



106,781




*All directors and executive
    officers as a group (five persons)


470,893



809,008



1,279,902




*     *
    
    Less than 1%.(1)
    
    The shares indicated represent
    stock options granted under El Pasos current or
    previous stock option plans, which are currently exercisable or
    which will become (1) exercisable within 60 days of
    August 28, 2007. Shares subject to options cannot be voted.(2)
    
    Based on 700,543,326 shares
    outstanding as of July 31, 2007. 33




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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
  Cash Management Program.
  Taxes.
    Other Affiliate Balances.
  Affiliate Revenues and Expenses.
      Six Months EndedYear Ended December 31,


June 30,2006


2005


2004


2007


2006(In millions)Revenues from affiliates

$
17


$
17


$
18


$
9


$
8Operation and maintenance expenses
    from affiliates


52



67



62



27



27Reimbursements of operating
    expenses charged to affiliates


16



16



14



8



8  34




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##### Table of Contents



THE
    EXCHANGE OFFER
  Exchange
    Terms
      
    any New Notes that you receive will be acquired in the ordinary
    course of your business;
    you are not participating, and have no arrangement or
    understanding with any person or entity to participate, in the
    distribution of the New Notes;
    you are not our affiliate, as defined in
    Rule 405 under the Securities Act, or a broker-dealer
    tendering Old Notes acquired directly from us for resale
    pursuant to Rule 144A or any other available exemption
    under the Securities Act; and
    if you are not a broker-dealer, that you are not engaged in and
    do not intend to engage in the distribution of the New Notes.      We make no recommendation to you as to whether you should
    tender or refrain from tendering all or any portion of your
    existing Old Notes into this exchange offer. In addition, no one
    has been authorized to make this recommendation. You must make
    your own decision whether to tender into this exchange offer
    and, if so, the aggregate amount of Old Notes to tender after
    reading this prospectus and the letter of transmittal and
    consulting with your advisors, if any, based on your financial
    position and requirements.
  Expiration
    Date; Extensions; Termination; Amendments
      
    to delay our acceptance of Old Notes for exchange;
    to terminate the exchange offer if any of the conditions set
    forth under  Conditions of the Exchange
    Offer exist; 35




---



##### Table of Contents




    to waive any condition to the exchange offer;
    to amend any of the terms of the exchange offer; and
    to extend the expiration date and retain all Old Notes tendered
    in the exchange offer, subject to your right to withdraw your
    tendered Old Notes as described under
     Withdrawal of Tenders.  Rule 14e-1
        Resale of
    New Notes
    
    you are acquiring New Notes in the ordinary course of your
    business;
    you are not participating, and have no arrangement or
    understanding with any person to participate, in the
    distribution of the New Notes;
    you are not our affiliate within the meaning of
    Rule 405 under the Securities Act; and
    you are not a broker-dealer who purchased Old Notes directly
    from us for resale pursuant to Rule 144A or any other
    available exemption under the Securities Act.    
    you cannot rely on the interpretation of the staff of the SEC
    set forth in those letters, and
    you must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction and that such a secondary resale
    transaction must be covered by an effective registration
    statement containing the selling security holder information
    required by Item 507 or 508, as applicable, of
    Regulation S-K.   36




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##### Table of Contents



Acceptance
    of Old Notes for Exchange
      
    delay acceptance for exchange of Old Notes tendered under the
    exchange offer, subject to
    Rule 14e-1
    under the Exchange Act, which requires that an offeror pay the
    consideration offered or return the securities deposited by or
    on behalf of the holders promptly after the termination or
    withdrawal of a tender offer, or
    terminate the exchange offer and not accept for exchange any Old
    Notes not theretofore accepted for exchange, if any of the
    conditions set forth below under  Conditions of
    the Exchange Offer have not been satisfied or waived by us
    or in order to comply in whole or in part with any applicable
    law. In all cases, New Notes will be issued only after timely
    receipt by the exchange agent of certificates representing Old
    Notes, a properly completed and duly executed letter of
    transmittal, or a manually signed facsimile thereof and any
    other required documents. Alternatively, in the case of Old
    Notes tendered by book-entry transfer, New Notes will be issued
    after timely receipt by the exchange agent of an agents
    message, as defined below under Procedures for Tendering
    Old Notes  Tendering Old Notes Held Through
    Depository Trust Company. For purposes of the exchange
    offer, we will be deemed to have accepted for exchange validly
    tendered Old Notes, or defectively tendered Old Notes with
    respect to which we have waived such defect, if, as and when we
    give oral, confirmed in writing, or written notice to the
    exchange agent. Promptly after the expiration date, we will
    deposit the New Notes with the exchange agent, who will act as
    agent for the tendering holders for the purpose of receiving the
    New Notes and transmitting them to the holders. The exchange
    agent will deliver the New Notes to holders of Old Notes
    accepted for exchange after the exchange agent receives the New
    Notes.  Rule 14e-1
      Procedures
    for Tendering Old Notes
   37




---



##### Table of Contents



Tender
    of Old Notes Held Through Depository
    Trust Company
      Tender
    of Old Notes Held in Certificated Form
    
    the exchange agent must receive at its address set forth in this
    prospectus a properly completed and validly executed letter of
    transmittal, or a manually signed facsimile thereof, together
    with any signature guarantees and any other documents required
    by the instructions to the letter of transmittal, and
    the exchange agent must receive certificates for tendered Old
    Notes at such address, or such Old Notes must be transferred
    pursuant to the procedures for book-entry transfer described
    below.    Letters of Transmittal and Old Notes should be sent only to
    the exchange agent, and not to us or to DTC.
  The method of delivery of Old Notes, Letters of Transmittal
    and all other required documents to the exchange agent is at the
    election and risk of the holder tendering Old Notes. Delivery of
    such documents will be deemed made only when actually received
    by the exchange agent. If such delivery is by mail, we suggest
    that the holder use properly insured, registered mail with
    return receipt requested, and that the mailing be made
    sufficiently in advance of the expiration date of the exchange
    offer to permit delivery to the exchange agent prior to such
    date. No alternative, conditional or contingent tenders of Old
    Notes will be accepted.
  Signature
    Guarantee
    
    the letter of transmittal is signed by the registered holder of
    the Old Notes tendered therewith, or by a participant in one of
    the book-entry transfer facilities whose name appears on a
    security position listing it as the owner of those Old Notes, or
    if any Old Notes for principal amounts not tendered are to be
    issued directly to the holder, or, if tendered by a participant
    in one of the book-entry transfer facilities, any Old Notes for
    principal amounts not tendered or not accepted for exchange are
    to be credited to the participants account at the
    book-entry transfer facility, and neither the Special
    Issuance Instructions nor the Special Delivery
    Instructions box on the letter of transmittal has been
    completed, or 38




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##### Table of Contents




    the Old Notes are tendered for the account of an eligible
    institution.  Rule 17Ad-15
  Book-Entry
    Transfer
  However, although delivery of Old Notes may be
    effected through book-entry transfer into the exchange
    agents account at DTC, (i) a properly completed and
    validly executed Letter of Transmittal, or a manually signed
    facsimile thereof or (ii) an agents  message (as defined
    above in  Procedures for Tendering Old
    Notes  Tendering of Old Notes Held Through Depository
    Trust Company) instead of the letter of transmittal, must
    be received by the exchange agent at one of its addresses set
    forth in this prospectus on or prior to the expiration date of
    the exchange offer, or else the guaranteed delivery procedures
    described below must be complied with.
  Guaranteed
    Delivery
            
    your tender is made by or through an eligible
    institution; and
    on or prior to the expiration date of the exchange offer, the
    exchange agent has received from the eligible institution a
    properly completed and validly executed notice of guaranteed
    delivery, by manually signed facsimile transmission, mail or
    hand delivery, in substantially the form provided with this
    prospectus. The notice of guaranteed delivery must:         39




---



##### Table of Contents



Other
    Matters
    
    certificates for (or a timely book-entry confirmation with
    respect to) your Old Notes,
    a properly completed and duly executed letter of transmittal or
    facsimile thereof with any required signature guarantees, or, in
    the case of a book-entry transfer, an agents
    message, and
    any other documents required by the letter of transmittal.  Alternative, conditional or contingent tenders of Old Notes
    will not be considered valid. We reserve the absolute right to
    reject any or all tenders of Old Notes that are not in proper
    form or the acceptance of which, in our opinion, would be
    unlawful. We also reserve the right to waive any defects,
    irregularities or conditions of tender as to particular Old
    Notes.
      Withdrawal
    of Tenders
      
    the exchange agent must receive a written notice of withdrawal
    at one of the addresses set forth below under
     Exchange Agent, or
    you must comply with the appropriate procedures of DTCs
    automated tender offer program system.    
    specify the name of the person who tendered the Old Notes to be
    withdrawn, and
    identify the Old Notes to be withdrawn, including the principal
    amount of the Old Notes.       40




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##### Table of Contents



Conditions
    of the Exchange Offer
  Rule 14e-1
  Transfer
    Taxes
    
    delivery of the New Notes
    and/or
    certificates for Old Notes for principal amounts not exchanged,
    are to be made to any person other than the record holder of the
    Old Notes tendered;
    tendered certificates for Old Notes are recorded in the name of
    any person other than the person signing any letter of
    transmittal; or
    a transfer tax is imposed for any reason other than the transfer
    and exchange of Old Notes to us or our order,    Consequences
    of Failing to Exchange
    
    as set forth in the legend printed on the Old Notes as a
    consequence of the issuance of the Old Notes pursuant to the
    exemptions from, or in transactions not subject to, the
    registration requirements of the Securities Act and applicable
    state securities laws; and
    otherwise set forth in the offering circular distributed in
    connection with the private offering of the Old Notes.    Accounting
    Treatment
   41




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##### Table of Contents



Exchange
    Agent
        By Certified or Registered Mail:
     19890-1626
   By Overnight Courier or Hand:
     19890-1626
   By Facsimile Transmission:
  (302) 636-4139
    (302) 636-6470
  (302) 636-6470
 42




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##### Table of Contents



DESCRIPTION
    OF THE NOTES
      General
    
    are our general unsecured obligations;
    rank equally with all of our other existing and future senior,
    unsecured and unsubordinated debt;
    rank senior to any of our future subordinated debt; and
    constitute a new series of our senior unsecured obligations
    under the indenture.    Principal,
    Maturity and Interest
      
    accrue at the rate of 5.95% per year;
    be payable semiannually in arrears on April 15 and October 15 of
    each year , commencing October 15, 2007;
    be payable to the person in whose name the notes are registered
    at the close of business on the relevant April 1 and October 1
    (whether or not a business day) preceding the applicable
    interest payment date;
    be computed on the basis of a
    360-day year
    comprised of twelve
    30-day
    months; and
    be payable on overdue interest to the extent permitted by law at
    the same rate as interest is payable on principal.   43




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##### Table of Contents



Denominations
    Optional
    Redemption of Notes
      Rule 14e-1
  Additional
    Notes
    Sinking
    Fund
    Consolidation,
    Merger or Sale
    
    in the case of a merger, we are the surviving entity, or the
    entity formed by the consolidation or into which we are merged
    expressly assumes, by execution and delivery to the trustee of a
    supplemental indenture, the due and punctual payment of the
    principal, any premium and interest on the notes and the
    performance of every covenant and condition in the indenture;
    in the case of the sale, lease or transfer of all or
    substantially all of our properties and assets, the person or
    entity which acquires our properties and assets expressly
    assumes, by execution and delivery to the Trustee of a
    supplemental indenture, the due and punctual payment of the
    principal, any premium and interest on the notes and the
    performance of every covenant and condition in the indenture;
    immediately after giving effect to the transaction, no default
    or event of default under the indenture exists; and
    we have delivered to the trustee an officers certificate
    and an opinion of counsel each stating that the consolidation,
    merger, sale, transfer or lease and the supplemental indenture
    required in connection with 44




---



##### Table of Contents



the transaction comply with the terms of the indenture and that
    we have complied with all conditions precedent.    Modification
    of Indenture
    
    to secure the notes;
    to evidence the succession of another person or entity under the
    indenture and the assumption by the succeeding person or entity
    of our covenants;
    to add to our covenants or events of default for the benefit of
    the holders of the notes or to surrender any of our rights and
    powers under the indenture;
    to add to, change or eliminate any of the provisions of the
    indenture provided there is no outstanding security entitled to
    the benefit of such provision;
    to establish the general forms and terms of securities of any
    series as permitted under the indenture;
    to cure any ambiguity, to correct or supplement any provision
    which may be inconsistent with any other provision; to comply
    with any applicable mandatory provisions of law, provided that
    any such actions shall not materially adversely affect the
    interest of the holders of the notes;
    to evidence and provide for the acceptance of the appointment of
    a successor trustee and to add to or change any provisions
    necessary to provide for or facilitate the administration of the
    trusts by more than one trustee; and
    to modify, eliminate or add to the provisions of the indenture
    to the extent necessary to comply with the Trust Indenture
    Act.    
    change the stated maturity of the principal of, or any
    installment of principal or interest on, the notes, or reduce
    the principal amount of, the premium on or the rate of interest
    on the notes;
    reduce the percentage in principal amount of the notes required
    to consent to any supplemental indenture or waive compliance
    with the indenture or waive defaults under it;
    change our obligation to maintain an office or agency as
    specified in the indenture; or
    modify any provisions of the indenture governing modifications,
    waiver of past defaults and waiver of certain covenants, except
    to increase any percentages required under such provisions or to
    provide that other provisions of the indenture cannot be
    modified without the consent of each holder of the notes.  Events of
    Default
    
    failure to pay the principal of or any premium on any note when
    due; 45




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##### Table of Contents




    failure to pay interest on any note for 30 days;
    failure to perform any other covenant in the indenture that
    continues for 60 days after being given written notice;
    if we commence a voluntary case in bankruptcy, consent to the
    entry of any order of relief against us in an involuntary
    bankruptcy case, consent to the appointment of a custodian over
    us or all or substantially all of our assets or make a general
    assignment for the benefit of creditors; or
    if a court of competent jurisdiction enters a bankruptcy order
    either for relief against us in an involuntary case, or
    appointing a custodian over us or all or substantially all of
    our assets, or ordering our liquidation; and the order or decree
    remains unstayed and in effect for 90 days.        Covenants
    
    pay the principal of, and interest and any premium on, the notes
    when due;
    maintain a place of payment;
    deliver a report to the trustee at the end of each fiscal year
    reviewing our obligations under the indenture; and
    deposit sufficient funds with any paying agent on or before the
    due date for any principal, interest or premium.  Limitation on Liens.
  
    liens existing on the date of the indenture or created under an
    after-acquired property clause;
    purchase price liens created within one year after purchase;
    liens already existing on newly acquired property or assets;
    liens already existing on the property or assets of a new
    restricted subsidiary;
    liens already on property or assets when acquired by us or a
    restricted subsidiary, or when we or a restricted subsidiary
    acquire the owner of the property or asset; 46




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##### Table of Contents




    liens securing construction or improvement incurred prior to or
    up to one year after completion;
    liens on oil, gas, mineral and processing and other plant
    properties to secure costs associated with the properties and
    their exploration, development, maintenance or operation;
    liens connected with our conveyance (including conveyances by
    our restricted subsidiaries) of a production payment relating to
    oil, gas, natural gas or other natural resources;
    liens in favor of us or our restricted subsidiaries;
    liens connected to the issuance of a tax-exempt debt to acquire
    or construct property or assets;
    liens of a foreign restricted subsidiary to secure its debt;
    permitted liens (as defined below);
    liens upon additions, improvements, replacements, repairs,
    fixtures, appurtenances or component parts attaching to or
    required to be attached to property or assets under the terms of
    any mortgage, pledge agreement, security agreement or other
    similar instrument, creating a lien upon such property or assets
    permitted above; or
    any extension, renewal, refinancing, refunding or replacement
    (or successive extensions, renewals, refinancing, refundings or
    replacements) of any lien, in whole or in part, that is referred
    to above, or of any debt which it secures; provided, that the
    principal amount of the debt secured shall not exceed the
    greater of the principal amount of debt secured at the time of
    such extension, renewal, refinancing, refunding or replacement
    and the original principal amount of debt secured (plus in each
    case the aggregate amount of premiums, other payments, costs and
    expenses required to be paid or incurred in connection with such
    extension, renewal, refinancing, refunding or replacement); and
    further provided, that such extension, renewal, refinancing,
    refunding or replacement shall be limited to all or a part of
    the property (including improvements, alterations and repairs on
    such property) subject to the encumbrance so extended, renewed,
    refinanced, refunded or replaced (plus improvements, alterations
    and repairs on such property).    Limitation on Sale-Leaseback Transactions.
  
    such sale-leaseback transaction occurs within one year from the
    date of acquisition of the principal property subject thereto or
    the date of the completion of construction or commencement of
    full operations on such principal property, whichever is later;
    the sale-leaseback transaction involves a lease for a period,
    including renewals, of not more than three years;
    we or such restricted subsidiary would be entitled to incur debt
    secured by a lien on the principal property subject thereto in a
    principal amount equal to or exceeding the net sale proceeds
    from such sale-leaseback transaction without securing the senior
    debt securities; or
    we or such restricted subsidiary, within a one-year period after
    such sale-leaseback transaction, applies or causes to be applied
    an amount not less than the net sale proceeds from such
    sale-leaseback transaction to (A) the repayment, redemption
    or retirement of our funded debt or funded debt of such
    restricted subsidiary, or (B) investment in another
    principal property.   47




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##### Table of Contents



Definitions
    Comparable Treasury Issue
  Comparable Treasury Price
  Consolidated Net Tangible Assets
  Funded debt
  Independent Investment Banker
  Make-Whole Price
    360-day 30-day
    Permitted liens
 48




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##### Table of Contents



Principal property
  Reference Treasury Dealer
  Reference Treasury Dealer Quotations
  Restricted subsidiary
  Sale-leaseback transaction
  Treasury Rate
 49




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##### Table of Contents



Defeasance
    Methods
    of Receiving Payments on the Notes
    Paying
    Agent and Registrar for the Notes
    Governing
    Law
    Notices
    No
    Personal Liability of Officers, Directors, Employees or
    Stockholders
    Concerning
    the Trustee
   50




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##### Table of Contents



BOOK-ENTRY
    AND SETTLEMENT; DEPOSITARY PROCEDURES
      non-U.S. securities non-U.S. securities www.dtcc.com www.dtc.org
       51




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##### Table of Contents



52




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##### Table of Contents



PLAN
    OF DISTRIBUTION
    
    our affiliate within the meaning of Rule 405
    under the Securities Act;
    a broker-dealer that acquired Old Notes directly from us; or
    a broker-dealer that acquired Old Notes as a result of
    market-making or other trading activities without compliance
    with the registration and prospectus delivery provisions of the
    Securities Act;        and/or
     53




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##### Table of Contents



MATERIAL
    UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
      
    dealers in securities or currencies;
    traders in securities;
    U.S. holders whose functional currency is not the
    U.S. dollar;
    persons holding notes as part of a hedge, straddle, conversion
    or other synthetic security or integrated
    transaction;
    certain U.S. expatriates;
    financial institutions;
    insurance companies;
    entities that are tax-exempt for U.S. federal income tax
    purposes; and
    partnerships and other pass-through entities.    We
    encourage you to consult your own tax advisor regarding the
    particular U.S. federal, state and local and foreign income
    and other tax consequences of the exchange offer and of owning
    and disposing of the notes that may be applicable to you.
  The
    Exchange Offer
    U.S.
    Holders
    
    an individual citizen or resident of the U.S.; 54




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##### Table of Contents




    a corporation or other entity classified as a corporation for
    U.S. federal income tax purposes created or organized in or
    under the laws of the U.S. or of any political subdivision
    of the U.S., including any state;
    an estate, the income of which is subject to U.S. federal
    income taxation regardless of the source of that income; or
    a trust, if, in general, a U.S. court is able to exercise
    primary supervision over the trusts administration and one
    or more U.S. persons, within the meaning of the Internal
    Revenue Code, have the authority to control all of the
    trusts substantial decisions, or the trust has a valid
    election in effect under applicable Treasury regulations to be
    treated as a U.S. person.  Payments
    of Interest
      Market
    Discount
    Amortizable
    Premium
    Sale
    or Other Disposition of Notes
    
    the amount realized on the sale or other disposition, less any
    amount attributable to accrued interest, which will be taxable
    in the manner described under  Payments of
    Interest; and
    your adjusted tax basis in the notes.   55




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##### Table of Contents



Information
    Reporting And Backup Withholding
    
    to any payments made to you of interest on your notes, and
    to payment of the proceeds of a sale or other disposition of
    your notes before maturity,      Non-U.S.
    Holders
  non-U.S. holder. non-U.S. holder
  U.S.
    Federal Withholding Tax
    
    you do not, directly or indirectly, actually or constructively,
    own 10% or more of the total combined voting power of all
    classes of our stock entitled to vote;
    you are not a controlled foreign corporation for
    U.S. federal income tax purposes that is related, directly
    or indirectly, to us through sufficient stock ownership (as
    provided in the Internal Revenue Code); and
    you certify as to your foreign status by providing a properly
    executed
    Form W-8BEN
    or appropriate substitute form to us or our paying agent, or a
    securities clearing organization, bank or other financial
    institution that holds customers securities in the
    ordinary course of its trade or business and holds your notes on
    your behalf and that certifies to us or our paying agent under
    penalties of perjury that it, or the bank or financial
    institution between it and you, has received from you your
    signed, written statement and provides us or our paying agent
    with a copy of this statement.    Form W-8BEN Form W-8ECI
  U.S.
    Federal Income Tax
   56




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##### Table of Contents




    in the case of gain, you are an individual who is present in the
    United States for 183 days or more during the taxable year
    of the sale or other taxable disposition of your notes and
    specific other conditions are present; or
    the income or gain is effectively connected with your conduct of
    a U.S. trade or business, or, if a U.S. income tax
    treaty applies, is generally attributable to a
    U.S. permanent establishment maintained by you.  Form W-8ECI
    Backup
    Withholding and Information Reporting
  non-U.S. holder
  Form W-8BEN non-U.S. person non-U.S. office non-U.S. broker non-U.S. office
  
    is a United States person as defined in the Internal Revenue
    Code;
    derives 50% or more of its gross income in specific periods from
    the conduct of a trade or business in the United States;
    is a controlled foreign corporation for
    U.S. federal income tax purposes; or
    is a foreign partnership that, at any time during its taxable
    year, has more than 50% of its income or capital interests owned
    by U.S. persons or is engaged in the conduct of a
    U.S. trade or business,  non-U.S. person
 57




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LEGAL
    MATTERS
    EXPERTS
     58




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##### Table of Contents



INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS
  PageAnnual Financial Statements
    (Audited)Reports of
    Independent Registered Public Accounting Firms

F-2Consolidated
    Statements of Income for the years ended December 31, 2006,
    2005 and 2004

F-4Consolidated
    Balance Sheets as of December 31, 2006 and 2005

F-5Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004

F-6Consolidated
    Statements of Stockholders Equity for the years ended
    December 31, 2006, 2005 and 2004

F-7Notes to
    Consolidated Financial Statements

F-8Schedule
    II  Valuation and Qualifying Accounts

F-25Interim Period Financial
    Statements (Unaudited)Condensed
    Consolidated Statements of Income (Unaudited) for the three and
    six month periods ended June 30, 2007 and 2006

F-26Condensed
    Consolidated Balance Sheets (Unaudited) as of June 30, 2007
    and December 31, 2006

F-27Condensed
    Consolidated Statements of Cash Flows (Unaudited) for the six
    month period ended June 30, 2007 and 2006

F-28Notes to Condensed
    Consolidated Financial Statements (Unaudited)

F-29  F-1




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Report
    of Independent Registered Public Accounting Firm
          Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans  An Amendment
    of FASB Statements No. 87, 88, 106, and 132(R).
  
    F-2




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      
  
 F-3




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  CONSOLIDATED
    STATEMENTS OF INCOME
  Year Ended December 31,2006


2005


2004(In millions)Operating revenues

$
588


$
497


$
508Operating expensesOperation and maintenance


183



232



166Depreciation, depletion and
    amortization


92



74



72Taxes, other than income taxes


30



29



28305



335



266Operating income


283



162



242Other income, net


3



8



7Interest and debt expense


(95
)


(92
)


(92
)Affiliated interest income, net


53



32



19Income before income taxes


244



110



176Income taxes


92



46



58Net income

$
152


$
64


$
118    F-4




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2006


2005(In millions, exceptshare amounts)ASSETSCurrent assetsCash and cash equivalents

$



$
Accounts and notes receivableCustomer, net of allowance of $5
    in 2006 and $18 in 2005


81



114Affiliates


5



4Materials and supplies


40



41Deferred income taxes


42



14Restricted cash






17Other


6



3Total current assets


174



193Property, plant and equipment, at
    cost


3,557



3,417Less accumulated depreciation,
    depletion and amortization


1,251



1,193Total property, plant and
    equipment, net


2,306



2,224Other assetsNote receivable from affiliate


1,070



872Other


81



891,151



961Total assets

$
3,631


$
3,378LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payableTrade

$
59


$
84Affiliates


17



6Other


9



17Taxes payable


87



27Accrued interest


27



25Accrued liabilities


84



50Other


21



12Total current liabilities


304



221Long-term debt


1,111



1,110Other liabilitiesDeferred income taxes


405



364Other


85



105490



469Commitments and contingenciesStockholders equityCommon stock, par value $1 per
    share; 1,000 shares authorized, issued and outstanding






Additional paid-in capital


1,268



1,268Retained earnings


462



310Accumulated other comprehensive
    loss


(4
)


Total stockholders equity


1,726



1,578Total liabilities and
    stockholders equity

$
3,631


$
3,378    F-5




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(In millions)Cash flows from operating
    activitiesNet income

$
152


$
64


$
118Adjustments to reconcile net
    income to net cash from operating activitiesDepreciation, depletion and
    amortization


92



74



72Deferred income taxes


15



7



155Other non-cash income items


(1
)






Asset and liabilities changesWestern Energy Settlement liability










(538
)Accounts receivable


35



(34
)


(5
)Accounts payable


(17
)


41



4Taxes receivable






102



(102
)Taxes payable


55



16



(93
)Other, net


(9
)


34



(47
)Net cash provided by (used in)
    operating activities


322



304



(436
)Cash flows from investing
    activitiesAdditions to property, plant and
    equipment


(143
)


(141
)


(148
)Net change in note receivable from
    affiliate


(198
)


(142
)


49Net change in restricted cash


17



(17
)


443Proceeds from the sale of assets


2



2



1Other










(7
)Net cash provided by (used in)
    investing activities


(322
)


(298
)


338Cash flows from financing
    activitiesPayments to retire debt






(7
)


Capital contributions










73Net cash provided by (used in)
    financing activities






(7
)


73Net change in cash and cash
    equivalents






(1
)


(25
)Cash and cash equivalentsBeginning of period






1



26End of period

$



$



$
1    F-6




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedAdditional





Other


TotalCommon stock


Paid-in


Retained


Comprehensive


StockholdersShares


Amount


Capital


Earnings


Loss


Equity(In millions, except share amounts)January 1, 2004


1,000


$



$
1,194


$
128


$



$
1,322Net income














118







118Western Energy Settlement
    contribution










73











73December 31, 2004


1,000







1,267



246







1,513Net income














64







64Allocated tax benefit of
    El Paso equity plans










1











1December 31, 2005


1,000







1,268



310







1,578Net income














152







152Adoption of SFAS No. 158,
    net of income taxes of $3


















(4
)


(4
)December 31, 2006


1,000


$



$
1,268


$
462


$
(4
)

$
1,726    F-7




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Summary
    of Significant Accounting Policies  Basis of
    Presentation and Principles of Consolidation
  and/or and/or
  Use of
    Estimates
    Regulated
    Operations
  Accounting for the Effects of Certain Types of
    Regulation
  Cash and
    Cash Equivalents
      Allowance
    for Doubtful Accounts
    Materials
    and Supplies
   F-8




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Natural
    Gas Imbalances
      Property,
    Plant and Equipment
    FERC-accepted
         F-9




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Asset
    Impairments
    Revenue
    Recognition
  true-up
  Environmental
    Costs and Other Contingencies
  Environmental Costs. clean-up clean-up
   F-10




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Other Contingencies.
  Income
    Taxes
      Accounting
    for Asset Retirement Obligations
  Accounting for Asset Retirement
    Obligations and , Accounting for Conditional
    Asset Retirement Obligations.
     F-11




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Pension
    and Other Postretirement Benefits
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  An Amendment of FASB Statements No. 87,
    88, 106, and 132(R).
  Evaluation
    of Prior Period Misstatements in Current Financial
    Statements
  Considering the Effects of Prior Year
    Misstatements When Quantifying Misstatements in Current Year
    Financial Statements.
  New
    Accounting Pronouncements Issued But Not Yet Adopted
    Accounting for Uncertainty in Income Taxes. Accounting
    for Uncertainty in Income Taxes. Accounting for Income
    Taxes,
  Fair Value Measurements. Fair Value
    Measurements
  Measurement Date of Other Postretirement
    Benefits.
 F-12




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  2.
    Income
    Taxes  Components of Income Taxes.
  2006


2005


2004(In millions)CurrentFederal

$
66


$
35


$
(99
)State


11



4



277



39



(97
)DeferredFederal


13



5



159State


2



2



(4
)15



7



155Total income taxes

$
92


$
46


$
58   Effective Tax Rate Reconciliation.
  2006


2005


2004(In millions, exceptfor rates)Income taxes at the statutory
    federal rate of 35%

$
85


$
39


$
62Increase (decrease)State income taxes, net of federal
    income tax effect


8



4



6State tax valuation
    allowance  Western Energy Settlement










(6
)Non-deductible expenses






3



Other


(1
)






(4
)Income taxes

$
92


$
46


$
58Effective tax rate


38
%


42
%


33
%  F-13




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Deferred Tax Assets and Liabilities.
  2006


2005(In millions)Deferred tax liabilitiesProperty, plant and equipment

$
448


$
427Employee benefits and deferred
    compensation obligations


20



27Regulatory and other assets


41



45Total deferred tax liability


509



499Deferred tax assetsU.S. net operating loss and tax
    credit carryovers


80



81Other liabilities


66



68Total deferred tax asset


146



149Net deferred tax liability

$
363


$
350   Tax Credits and Carryovers.
  Valuation Allowances.
  3.
    Financial
    Instruments    2006

2005Carrying



CarryingAmount

Fair Value

Amount

Fair Value(In millions)Balance sheet financial
    instruments:Long-term
    debt(1)

$
1,111


$
1,273


$
1,110


$
1,220     (1)
    
    We estimated the fair value of our
    debt with fixed interest rates based on quoted market prices for
    the same or similar issues.   F-14




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  4.
    Regulatory
    Assets and Liabilities    Description

2006


2005(In millions)Non-current regulatory assetsGross-up
    of deferred taxes on capitalized funds used during construction

$
20


$
19Unamortized loss on reacquired debt


16



18Postretirement benefits


9



9Deferred fuel variance


6



Under-collected state income taxes


3



7Other


4



3Total non-current regulatory
    assets(1)

$
58


$
56Current regulatory liabilities

$
3


$
1Non-current regulatory liabilitiesProperty and plant depreciation


47



41Imbalance cashouts


4



Excess deferred federal income
    taxes


2



2Total regulatory
    liabilities(1)

$
56


$
44     (1)
    
    Amounts are included as other
    non-current assets and other current and non-current liabilities
    in our balance sheet.  5.
    Debt and
    Credit Facilities  Debt
    2006


2005(In millions)7.625% Notes due August 2010

$
355


$
3558.625% Debentures due January
    2022


260



2607.50% Debentures due November
    2026


200



2008.375% Notes due June 2032


300



3001,115



1,115Less: Unamortized discount


4



5Total long-term debt

$
1,111


$
1,110     Credit
    Facilities
   F-15




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        6.
    Commitments
    and Contingencies  Legal
    Proceedings
  Sierra Pacific Resources and Nevada Power Company v.
    El Paso et al.
  Carlsbad.
  Baldonado et al. v. EPNG Baldonado
  Gas Measurement Cases. and/or re: Natural Gas Royalties Qui Tam Litigation,
 F-16




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Will Price, et al. v. Gas Pipelines
    and Their Predecessors, et al.,
  Bank of America. Bank of America, et al. v.
    El Paso Natural Gas Company, et al., Deane W.
    Moore, et al. v. Burlington Northern, Inc., et al., Bank of America, et al. v. El Paso
    Natural Gas and Burlington Resources Oil and Gas Company, L.P., El Paso Natural Gas Company v. Burlington
    Resources, Inc. and Burlington Resources Oil and Gas Company,
    L.P.
      Environmental
    Matters
   F-17




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Balance at January 1, 2006

$
29Additions/adjustments for
    remediation activities


(1
)Payments for remediation activities


(4
)Balance at December 31, 2006

$
24   clean-up
  Comprehensive Environmental Response, Compensation and
    Liability Act (CERCLA) Matters. clean-up
  State of Arizona Chromium Review.
    Rates and
    Regulatory Matters
  Rate Case.
 F-18




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Other
    Matters
  Navajo Nation. rights-of-way
    Enron Bankruptcy.
  Capital
    Commitments
   F-19




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Operating
    Leases
    Year EndingDecember 31,

(In millions)2007

$
82008


22009


22010


1Total

$
13       Other
    Commercial Commitments
    Guarantees
    7.
    Retirement
    Benefits  Pension and Retirement Benefits.
  Postretirement Benefits.
 F-20




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Change in Accumulated Postretirement Benefit Obligation, Plan
    Assets and Funded Status.
  2006


2005(In millions)Change in accumulated
    postretirement benefit obligation:Accumulated postretirement benefit
    obligation at beginning of period

$
93


$
85Interest cost


5



4Actuarial (gain) loss


(4
)


10Benefits paid


(6
)


(6
)Accumulated postretirement benefit
    obligation at end of period

$
88


$
93Change in plan assets:Fair value of plan assets at
    beginning period

$
90


$
77Actual return on plan assets


9



8Employer contributions


3



11Benefits paid


(6
)


(6
)Fair value of plan assets at end
    of period

$
96


$
90Reconciliation of funded status:Fair value of plan assets at
    September 30

$
96


$
90Less: accumulated postretirement
    benefit obligation end of period


88



93Funded status at September 30


8



(3
)Fourth quarter contributions






3Unrecognized actuarial
    losses(1)






15Net asset at December 31

$
8


$
15     (1)
    
    Amounts were reclassified to
    accumulated other comprehensive income upon adoption of
    SFAS No. 158 in 2006. F-21




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Expected Payment of Future Benefits.
  Year EndingDecember 31,2007

$
92008


92009


92010


82011


82012 - 2016


37Total

$
80   Components of Net Benefit Cost.
  2006


2005


2004(In millions)Interest cost

$
5


$
4


$
6Expected return on plan assets


(6
)


(5
)


(5
)Amortization of net actuarial loss


1







2Amortization of transition
    obligation






8



8Net postretirement benefit cost

$



$
7


$
11   Actuarial Assumptions and Sensitivity
    Analysis.
  2006


2005


2004(Percent)Assumptions related to benefit
    obligations at September 30:Discount rate


5.50



5.25Assumptions related to benefit
    costs at December 31:Discount rate


5.25



5.75



6.00Expected return on plan
    assets(1)


8.00



7.50



7.50     (1)
    
    The expected return on plan assets
    is a pre-tax rate (before a tax rate ranging from
    15 percent to 16 percent on postretirement benefits)
    that is primarily based on an expected risk-free investment
    return, adjusted for historical risk premiums and specific risk
    adjustments associated with our debt and equity securities.
    These expected returns were then weighted based on the target
    asset allocations of our investment portfolio.   F-22




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2006


2005(In millions)One percentage point increase:Accumulated postretirement benefit
    obligation

$
6


$
7One percentage point decrease:Accumulated postretirement benefit
    obligation

$
(5
)

$
(6
)   Plan Assets.
  Actual


ActualAsset Category

2006


2005(Percent)Equity securities


65



65Debt securities


35



34Other






1Total


100



100       8.
    Transactions
    with Major Customers    2006(1)

2005

2004(In millions)SoCal

$
145


$
156


$
157Southwest Gas Corporation


66



51



51     (1)
    
    Revenues reflect rates subject to
    refund.  9.
    Supplemental
    Cash Flow Information    2006

2005

2004(In millions)Interest paid, net of capitalized
    interest

$
93


$
93


$
92Income tax payments (refunds)


22



(93
)


98  F-23




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  10.
    Transactions
    with Affiliates  Cash Management Program.
  Taxes.
  Other Affiliate Balances.
  Affiliate Revenues and Expenses.
      2006


2005


2004(In millions)Revenues from affiliates

$
17


$
17


$
18Operation and maintenance expenses
    from affiliates


52



67



62Reimbursements of operating
    expenses charged to affiliates


16



16



14   11.
    Supplemental
    Selected Quarterly Financial Information (Unaudited)    Quarters EndedMarch 31


June 30


September 30


December 31


Total(In millions)2006Operating revenues

$
153


$
142


$
155


$
138


$
588Operating income


72



62



80



69



283Net income


38



33



45



36



1522005Operating revenues

$
123


$
123


$
125


$
126


$
497Operating income


47



57



19



39



162Net income


19



27



5



13



64  F-24




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##### Table of Contents



SCHEDULE II
    EL PASO NATURAL GAS COMPANY
    VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2006, 2005 and 2004
  Balance at


Charged to





BalanceBeginning


Costs and





at EndDescription

of Period


Expenses


Deductions


of Period(In millions)2006Allowance for doubtful accounts

$
18


$
(4
)

$
(9
)

$
5Legal reserves


45



1



(30
)


16Environmental reserves


29



(1
)


(4
)


24Regulatory reserves






65
(1)






652005Allowance for doubtful accounts

$
18


$



$



$
18Legal reserves


3



42
(1)






45Environmental reserves


32



1



(4
)


292004Allowance for doubtful accounts

$
18


$



$



$
18Valuation allowance on deferred
    tax assets


6







(6
)


Legal reserves


541







(538
)(2)


3Environmental reserves


28



7



(3
)


32Regulatory reserves


12







(12
)


     (1)
    
    For a discussion of these matters,
    see Notes to Consolidated Financial Statements beginning on page
    F-8.(2)
    
    Relates to payments made pursuant
    to the Western Energy Settlement. F-25




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
  QuarterEnded


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(In millions)(Unaudited)Operating revenues

$
136


$
142


$
281


$
295Operating expensesOperation and maintenance


53



48



98



97Depreciation and amortization


20



24



42



48Taxes, other than income taxes


7



8



15



1680



80



155



161Operating income


56



62



126



134Other income, net


2



2



3



3Interest and debt expense


(24
)


(24
)


(49
)


(47
)Affiliated interest income, net


16



14



32



25Income before income taxes


50



54



112



115Income taxes


19



21



42



44Net income

$
31


$
33


$
70


$
71    F-26




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  June 30,


December 31,2007


2006(In millions, exceptshare amounts)(Unaudited)ASSETSCurrent assetsCash and cash equivalents

$
1


$
Accounts and notes receivableCustomer, net of allowance of $4
    in 2007 and $5 in 2006


82



81Affiliates


75



5Other


2



Materials and supplies


40



40Deferred income taxes


49



42Other


4



6Total current assets


253



174Property, plant and equipment, at
    cost


3,638



3,557Less accumulated depreciation and
    amortization


1,277



1,251Total property, plant and
    equipment, net


2,361



2,306Other assetsNotes receivable from affiliate


1,117



1,070Other


102



811,219



1,151Total assets

$
3,833


$
3,631LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payableTrade

$
71


$
59Affiliates


14



17Other


21



9Accrued liabilities


120



84Taxes payable


96



87Accrued interest


25



27Other


17



21Total current liabilities


364



304Long-term debt, less current
    maturities


1,166



1,111Other liabilitiesDeferred income taxes


412



405Other


91



85503



490Commitments and contingenciesStockholders equityCommon stock, par value $1 per
    share; 1,000 shares authorized, issued and outstanding






Additional paid-in capital


1,268



1,268Retained earnings


532



462Accumulated other comprehensive
    loss






(4
)Total stockholders equity


1,800



1,726Total liabilities and
    stockholders equity

$
3,833


$
3,631    F-27




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Six Months EndedJune 30,2007


2006(In millions) (Unaudited)Cash flows from operating
    activitiesNet income

$
70


$
71Adjustments to reconcile net
    income to net cash from operating activitiesDepreciation and amortization


42



48Deferred income taxes


38



14Other


6



1Asset and liability changes


(18
)


30Net cash provided by operating
    activities


138



164Cash flows from investing
    activitiesAdditions to property, plant and
    equipment


(58
)


(83
)Net change in notes receivable
    from affiliate


(116
)


(92
)Net change in restricted cash






11Other


1



Net cash used in investing
    activities


(173
)


(164
)Cash flows from financing
    activitiesNet proceeds from issuance of
    long-term debt


350



Payment to retire long-term debt


(314
)


Net cash used in financing
    activities


36



Net change in cash and cash
    equivalents


1



Cash and cash equivalentsBeginning of period






End of period

$
1


$
    F-28




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##### Table of Contents



EL
    PASO NATURAL GAS COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  1.
    Basis of
    Presentation and Significant Accounting Policies  Basis of
    Presentation
    Significant
    Accounting Policies
    Accounting for Uncertainty in Income Taxes. Accounting for Uncertainty in Income Taxes. Accounting for
    Income Taxes,
  2.
    Income
    Taxes    3.
    Debt and
    Credit Facilities  Debt.
  Credit Facilities.
 F-29




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Commitments
    and Contingencies  Legal
    Proceedings
  Sierra Pacific Resources and Nevada Power Company v.
    El Paso et al.
  Carlsbad.
  Baldonado et al. v. EPNG Baldonado
  Gas Measurement Cases. and/or re: Natural Gas Royalties Qui Tam Litigation,
  Will Price, et al. v. Gas Pipelines
    and Their Predecessors, et al.,
  Bank of America. Bank of America, et al. v. El Paso Natural Gas and
    Burlington Resources Oil and Gas Company, L.P.,
 F-30




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##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Bank of America v. El Paso Natural Gas
    Environmental
    Matters
        Balance at January 1, 2007

$
24Additions/adjustments for
    remediation activities


3Payments for remediation activities


(2
)Balance at June 30, 2007

$
25   clean-up
  Comprehensive Environmental Response, Compensation and
    Liability Act (CERCLA) Matters.
 F-31




---



##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  clean-up
  State of Arizona Chromium Review.
    Rates and
    Regulatory Matters
  EPNG Rate Case.
  Mojave Pipeline Company (Mojave) Rate Case.
   F-32




---



##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Matter
  Navajo Nation.
  Tuba City Uranium Milling Facility.
    Guarantees
    5.
    Retirement
    Benefits  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R) Employers Accounting for Postretirement Benefits Other
    Than Pensions
 F-33




---



##### Table of Contents



EL PASO
    NATURAL GAS COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Transactions
    with Affiliates  Cash Management Program.
  Taxes.
    Other Affiliate Balances.
  Affiliate Revenues and Expenses.
  Quarter Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(In millions)Revenues from affiliates

$
4


$
4


$
9


$
8Operation and maintenance expenses
    from affiliates


13



13



27



27Reimbursements of operating
    expenses charged to affiliates


4



4



8



8  F-34




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##### Table of Contents



EL PASO NATURAL GAS
    COMPANY
  $355,000,000
  OFFER TO EXCHANGE
 REGISTERED 5.95% Senior
    Notes Due 2017
 FOR
 ALL OUTSTANDING
    5.95% Senior Notes Due 2017
    PROSPECTUS
     Wilmington
    Trust Company
   By
    Certified or Registered Mail,
    Overnight Courier or by Hand Delivery:
    Wilmington Trust Company
    Rodney Square North
    1100 North Market Street
    Wilmington, Delaware
    19890-1626
    Attn: Alisha Clendaniel
  By
    Facsimile Transmission:
    (302) 636-4139
    Attention: Exchanges
  To
    Confirm by Telephone or for Information Call:
    (302) 636-6470
   UNTIL          ,
    2007, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
    WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED
    TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE
    DEALERS OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
    UNDERWRITERS AND WITH RESPECT TO THEIR UNUSED ALLOTMENTS OR
    SUBSCRIPTIONS.




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  ITEM 20.
    INDEMNIFICATION
    OF DIRECTORS AND OFFICERS          and/or
     II-1




---



##### Table of Contents



and/or
  ITEM 21.
    EXHIBIT AND
    FINANCIAL STATEMENTS INDEX    ExhibitNumber

Description3
.A

Restated Certificate of
    Incorporation dated April 8, 2003 (Exhibit 3.A to our
    2003 Second Quarter
    Form 10-Q).3
.B

By-laws dated June 24, 2002
    (Exhibit 3.B to our 2002
    Form 10-K).4
.A

Indenture dated as of
    January 1, 1992, between El Paso Natural Gas Company
    and Wilmington Trust Company (as successor to Citibank,
    N.A.), as Trustee, (Exhibit 4.A to our 2004
    Form 10-K).4
.B

Indenture dated as of
    November 13, 1996, between El Paso Natural Gas Company
    and Wilmington Trust Company (as successor to JPMorgan
    Chase Bank, formerly known as The Chase Manhattan Bank), as
    Trustee, (Exhibit 4.B to our 2004
    Form 10-K).4
.C

Indenture dated as of
    July 21, 2003, between El Paso Natural Gas Company and
    Wilmington Trust Company, as Trustee, (Exhibit 4.1 to
    our Current Report on
    Form 8-K,
    filed with the SEC on July 23, 2003).4
.D

First Supplemental Indenture dated
    as of June 10, 2002 between El Paso Natural Gas Company and
    Wilmington Trust Company (as successor in interest to JPMorgan
    Chase Bank, formerly known as The Chase Manhattan Bank), as
    Trustee, to indenture dated November 13, 1996
    (Exhibit 4.2 to our
    Form S-4
    (Registration
    No. 333-97017)
    filed on July 24, 2002).4
.E

Second Supplemental Indenture
    dated as of April 4, 2007 between El Paso Natural Gas
    Company and Wilmington Trust Company, as Trustee, to
    indenture dated November 13, 1996 (Exhibit 4.A to our
    Current Report on Form
    8-K, filed
    with the SEC on April 9, 2007).4
.F

First Supplemental Indenture dated
    as of April 4, 2007 between El Paso Natural Gas Company and
    Wilmington Trust Company, as trustee, to indenture dated as of
    July 23, 2003 (Exhibit 4.C to our Current Report on
    Form 8-K,
    filed with the SEC on April 9, 2007).4
.G

Form of 5.95% Senior Note due 2017
    (included in Exhibit 4.E).5*


Opinion of Bracewell &
    Giuliani LLP regarding the validity of the securities registered
    hereby.8*


Opinion of Bracewell &
    Giuliani LLP regarding tax matters.10
.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
.A.1

Amendment No. 1 dated as of
    January 19, 2007 to the 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.1 to our 2006
    Form 10-K).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.)10
.C+

El Paso Corporation 2005
    Omnibus Incentive Compensation Plan (incorporated by reference
    to Exhibit 10.B to El Paso Corporations Current
    Report on
    Form 8-K,
    File
    No. 1-14365,
    filed May 31, 2005); Amendment No. 1 effective as of
    December 2, 2005 (incorporated by reference to
    Exhibit 10.HH.1 to El Paso Corporations 2005
    Annual Report on
    Form 10-K,
    File
    No. 1-14365). II-2




---



##### Table of Contents



ExhibitNumber

Description10
.D+

2005 Supplemental Benefits Plan
    effective as of January 1, 2005 (incorporated by reference
    to Exhibit 10.KK to El Paso Corporations 2005
    Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.E+

2004 Key Executive Severance
    Protection Plan effective as of March 9, 2004 (incorporated
    by reference to Exhibit 10.P to El Paso
    Corporations 2003
    Form 10-K,
    File
    No. 1-14365).10
.F+

Severance Pay Plan Amended and
    Restated effective as of October 1, 2002; Supplement
    No. 1 effective as of January 1, 2003; and Amendment
    No. 1 to Supplement No. 1 effective as of
    March 21, 2003 (incorporated by reference to
    Exhibit 10.Z to El Paso Corporations 2003 First
    Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 to Supplement No. 1 effective as of
    June 1, 2003; (incorporated by reference to
    Exhibit 10.Z.1 to El Paso Corporations 2003
    Second Quarter
    Form 10-Q);
    Amendment No. 3 to Supplement No. 1 effective as of
    September 2, 2003 (incorporated by reference to
    Exhibit 10.Z.1 to El Paso Corporations 2003
    Third Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 4 to Supplement No. 1 effective as of
    October 1, 2003 (incorporated by reference to
    Exhibit 10.W.1 to El Paso Corporations 2003
    Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 5 to Supplement No. 1 effective as of
    February 2, 2004 (incorporated by reference to
    Exhibit 10.W.2 to El Paso Corporations 2003
    Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Supplement No. 2 dated April 1, 2005 effective as of
    October 1, 2002 (incorporated by reference to
    Exhibit 10.S.1 to El Paso Corporations 2005
    Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.G+

2001 Omnibus Incentive
    Compensation Plan effective as of January 29, 2001
    (incorporated by reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed June 29, 2001); Amendment No. 1 effective as of
    February 7, 2001 (incorporated by reference to
    Exhibit 10.J.1 to El Paso Corporations 2001
    Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 2 effective as of April 1, 2001
    (incorporated by reference to Exhibit 10.J.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 3 effective as of July 17, 2002
    (incorporated by reference to Exhibit 10.J.1 to
    El Paso Corporations 2002 Second Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 4 effective as of May 1, 2003
    (incorporated by reference to Exhibit 10.J.1 to
    El Paso Corporations 2003 Second Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 5 effective as of March 8, 2004
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2003 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.H+

Supplemental Benefits Plan Amended
    and Restated effective December 7, 2001 (incorporated by
    reference to Exhibit 10.K to El Paso
    Corporations 2001 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of November 7, 2002
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 2 effective as of June 1, 2004
    (incorporated by reference to Exhibit 10.L.1 to
    El Paso Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 3 effective December 17, 2004
    (incorporated by reference to Exhibit 10.UU to El Paso
    Corporations 2004 Third Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 4 effective as of December 31, 2004
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2005 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.I+

1999 Omnibus Incentive
    Compensation Plan dated January 20, 1999 (incorporated by
    reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed May 20, 1999); Amendment No. 1 effective as of
    February 7, 2001 (incorporated by reference to
    Exhibit 10.V.1 to El Paso Corporations 2001
    First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of May 1, 2003
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2003 Second Quarter
    Form 10-Q,
    File
    No. 1-14365).10
.J+

Strategic Stock Plan Amended and
    Restated effective as of December 3, 1999 (incorporated by
    reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed January 14, 2000); Amendment No. 1 effective as
    of February 7, 2001 (incorporated by reference to
    Exhibit 10.M.1 to El Paso Corporations 2001
    First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of November 7, 2002;
    Amendment No. 3 effective as of December 6, 2002 and
    Amendment No. 4 effective as of January 29, 2003
    (incorporated by reference to Exhibit 10.P.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365). II-3




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##### Table of Contents



ExhibitNumber

Description10
.K+

Omnibus Plan for Management
    Employees Amended and Restated effective as of December 3,
    1999; Amendment No. 1 effective as of December 1, 2000
    (incorporated by reference to Exhibit 10.A to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed December 18, 2000); Amendment No. 2 effective as
    of February 7, 2001 (incorporated by reference to
    Exhibit 10.U.1 to El Paso Corporations 2001
    First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 3 effective as of December 7, 2001
    (incorporated by reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed February 11, 2002); Amendment No. 4 effective as
    of December 6, 2002 to (incorporated by reference to
    Exhibit 10.T.1 to El Paso Corporations 2002
    Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.L+

Key Executive Severance Protection
    Plan Amended and Restated effective as of August 1, 1998
    (incorporated by reference to Exhibit 10.N to El Paso
    Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of February 7, 2001
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2001 First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of November 7, 2002;
    Amendment No. 3 effective as of December 6, 2002
    (incorporated by reference to Exhibit 10.N.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 4 effective as of September 2, 2003
    (incorporated by reference to Exhibit 10.N.1 to
    El Paso Corporations 2003 Third Quarter
    Form 10-Q,
    File
    No. 1-14365).10
.M+

Executive Award Plan of Sonat Inc.
    Amended and Restated effective as of July 23, 1998, as
    amended May 27, 1999 (incorporated by reference to
    Exhibit 10.S to El Paso Corporations 2004 Annual
    Report on
    Form 10-K,
    File
    No. 1-14365);
    Termination of the Executive Award Plan of Sonat Inc.
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2000 Second Quarter
    Form 10-Q,
    File
    No. 1-14365).10
.N+

Senior Executive Survivor Benefit
    Plan Amended and Restated effective as of August 1, 1998
    (incorporated by reference to Exhibit 10.M to El Paso
    Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of February 7, 2001
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2001 First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of October 1, 2002
    (incorporated by reference to Exhibit 10.L.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.O+

1995 Omnibus Compensation Plan
    Amended and Restated effective as of August 1, 1998
    (incorporated by reference to Exhibit 10.I to El Paso
    Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of December 3, 1998
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 2 effective as of January 20, 1999
    (incorporated by reference to Exhibit 10.I.2 to
    El Paso Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.P+

Agreement and General Release
    dated May 4, 2005, by and between El Paso Corporation
    and John W. Somerhalder II.(incorporated by reference to
    Exhibit 10.A to El Paso Corporations
    Form 8-K,
    filed May 4, 2005).10
.Q+

Form of Indemnification Agreement
    executed by El Paso Corporation for the benefit of each
    officer listed in Schedule A thereto, (incorporated by
    reference to Exhibit 10.X to El Paso
    Corporations 2005 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.R

Registration Rights Agreement,
    dated as of April 4, 2007, among El Paso Natural Gas
    Company and Deutsche Bank Securities Inc., Citigroup Global
    Markets Inc., ABN AMRO Incorporated, Goldman, Sachs & Co,
    Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc. and
    SG Americas Securities, LLC (Exhibit 10.A to our Current
    Report on
    Form 8-K
    filed with the SEC on April 9, 2007).12*


Computation of Ratio of Earnings
    to Fixed Charges.21*


Subsidiaries of El Paso
    Natural Gas Company.23
.A*

Consent of Ernst & Young
    LLP.23
.B*

Consent of PricewaterhouseCoopers
    LLP.23
.C*

Consent of Bracewell &
    Giuliani LLP (included in Exhibits 5 and 8). II-4




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##### Table of Contents



ExhibitNumber

Description25*


Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of Wilmington
    Trust Company, to act as trustee under the Indenture.99
.A**

Form of Letter of Transmittal.99
.B**

Form of Guidelines for
    Certification of Taxpayer Identification Number on Substitute
    Form W-9.99
.C**

Form of Notice of Guaranteed
    Delivery.99
.D**

Form of Letter to Brokers,
    Dealers, Commercial Banks, Trust Companies and Other
    Nominees.99
.E**

Form of Letter to Clients.99
.F**

Form of Exchange Agent Agreement.     *
    
    Indicates exhibits filed herewith.**
    
    Indicates exhibits to be filed by amendment.+
    
    Indicates a management plan or a compensatory plan or
    arrangement.  ITEM 22.
    UNDERTAKINGS      Form S-4,
   II-5




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##### Table of Contents



SIGNATURES
      By:
    /s/  John
    R. Sult   Title:
    Senior Vice President, Chief Financial Officer and Controller    Signature

Title/s/  James
    C. YardleyJames
    C. Yardley

Chairman of the Board/s/  James
    J. ClearyJames
    J. Cleary

President and Director
    (Principal Executive Officer)/s/  John
    R. SultJohn
    R. Sult

Senior Vice President, Chief
    Financial
    Officer and Controller
    (Principal Accounting and Financial Officer)/s/  Daniel
    B. MartinDaniel
    B. Martin

Senior Vice President and Director/s/  Thomas
    L. PriceThomas
    L. Price

Vice President and Director  II-6




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##### Table of Contents



EXHIBITS INDEX
  ExhibitNumber

Description3
.A

Restated Certificate of
    Incorporation dated April 8, 2003 (Exhibit 3.A to our
    2003 Second Quarter
    Form 10-Q).3
.B

By-laws dated June 24, 2002
    (Exhibit 3.B to our 2002
    Form 10-K).4
.A

Indenture dated as of
    January 1, 1992, between El Paso Natural Gas Company
    and Wilmington Trust Company (as successor to Citibank,
    N.A.), as Trustee, (Exhibit 4.A to our 2004
    Form 10-K).4
.B

Indenture dated as of
    November 13, 1996, between El Paso Natural Gas Company
    and Wilmington Trust Company (as successor to JPMorgan
    Chase Bank, formerly known as The Chase Manhattan Bank), as
    Trustee, (Exhibit 4.B to our 2004
    Form 10-K).4
.C

Indenture dated as of
    July 21, 2003, between El Paso Natural Gas Company and
    Wilmington Trust Company, as Trustee, (Exhibit 4.1 to
    our Current Report on
    Form 8-K,
    filed with the SEC on July 23, 2003).4
.D

First Supplemental Indenture dated
    as of June 10, 2002 between El Paso Natural Gas Company and
    Wilmington Trust Company (as successor in interest to JPMorgan
    Chase Bank, formerly known as The Chase Manhattan Bank), as
    Trustee, to indenture dated November 13, 1996 (Exhibit 4.2
    to our Form S-4 (Registration No. 333-97017) filed on
    July 24, 2002).4
.E

Second Supplemental Indenture
    dated as of April 4, 2007 between El Paso Natural Gas
    Company and Wilmington Trust Company, as Trustee, to
    indenture dated November 13, 1996 (Exhibit 4.A to our
    Current Report on
    Form 8-K,
    filed with the SEC on April 9, 2007).4
.F

First Supplemental Indenture dated
    as of April 4, 2007 between El Paso Natural Gas Company and
    Wilmington Trust Company, as trustee, to indenture dated as of
    July 23, 2003 (Exhibit 4.C to our Current Report on
    Form 8-K,
    filed with the SEC on April 9, 2007).4
.G

Form of 5.95% Senior Note due 2017
    (included in Exhibit 4.E).5*


Opinion of Bracewell &
    Giuliani LLP regarding the validity of the securities registered
    hereby.8*


Opinion of Bracewell &
    Giuliani LLP regarding tax matters.10
.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
.A.1

Amendment No. 1 dated as of
    January 19, 2007 to the 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.1 to our 2006
    Form 10-K).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.)10
.C+

El Paso Corporation 2005
    Omnibus Incentive Compensation Plan (incorporated by reference
    to Exhibit 10.B to El Paso Corporations Current
    Report on
    Form 8-K,
    File
    No. 1-14365,
    filed May 31, 2005); Amendment No. 1 effective as of
    December 2, 2005 (incorporated by reference to
    Exhibit 10.HH.1 to El Paso Corporations 2005
    Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.D+

2005 Supplemental Benefits Plan
    effective as of January 1, 2005 (incorporated by reference
    to Exhibit 10.KK to El Paso Corporations 2005
    Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.E+

2004 Key Executive Severance
    Protection Plan effective as of March 9, 2004 (incorporated
    by reference to Exhibit 10.P to El Paso
    Corporations 2003
    Form 10-K,
    File
    No. 1-14365).




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##### Table of Contents



ExhibitNumber

Description10
.F+

Severance Pay Plan Amended and
    Restated effective as of October 1, 2002; Supplement
    No. 1 effective as of January 1, 2003; and Amendment
    No. 1 to Supplement No. 1 effective as of
    March 21, 2003 (incorporated by reference to
    Exhibit 10.Z to El Paso Corporations 2003 First
    Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 to Supplement No. 1 effective as of
    June 1, 2003; (incorporated by reference to
    Exhibit 10.Z.1 to El Paso Corporations 2003
    Second Quarter
    Form 10-Q);
    Amendment No. 3 to Supplement No. 1 effective as of
    September 2, 2003 (incorporated by reference to
    Exhibit 10.Z.1 to El Paso Corporations 2003
    Third Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 4 to Supplement No. 1 effective as of
    October 1, 2003 (incorporated by reference to
    Exhibit 10.W.1 to El Paso Corporations 2003
    Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 5 to Supplement No. 1 effective as of
    February 2, 2004 (incorporated by reference to
    Exhibit 10.W.2 to El Paso Corporations 2003
    Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Supplement No. 2 dated April 1, 2005 effective as of
    October 1, 2002 (incorporated by reference to
    Exhibit 10.S.1 to El Paso Corporations 2005
    Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.G+

2001 Omnibus Incentive
    Compensation Plan effective as of January 29, 2001
    (incorporated by reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed June 29, 2001); Amendment No. 1 effective as of
    February 7, 2001 (incorporated by reference to
    Exhibit 10.J.1 to El Paso Corporations 2001
    Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 2 effective as of April 1, 2001
    (incorporated by reference to Exhibit 10.J.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 3 effective as of July 17, 2002
    (incorporated by reference to Exhibit 10.J.1 to
    El Paso Corporations 2002 Second Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 4 effective as of May 1, 2003
    (incorporated by reference to Exhibit 10.J.1 to
    El Paso Corporations 2003 Second Quarter
    Form 10-Q,
    File
    No. 1-
    14365); Amendment No. 5 effective as of March 8, 2004
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2003 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.H+

Supplemental Benefits Plan Amended
    and Restated effective December 7, 2001 (incorporated by
    reference to Exhibit 10.K to El Paso
    Corporations 2001 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of November 7, 2002
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 2 effective as of June 1, 2004
    (incorporated by reference to Exhibit 10.L.1 to
    El Paso Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 3 effective December 17, 2004
    (incorporated by reference to Exhibit 10.UU to El Paso
    Corporations 2004 Third Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 4 effective as of December 31, 2004
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2005 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.I+

1999 Omnibus Incentive
    Compensation Plan dated January 20, 1999 (incorporated by
    reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed May 20, 1999); Amendment No. 1 effective as of
    February 7, 2001 (incorporated by reference to
    Exhibit 10.V.1 to El Paso Corporations 2001
    First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of May 1, 2003
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2003 Second Quarter
    Form 10-Q,
    File
    No. 1-14365).10
.J+

Strategic Stock Plan Amended and
    Restated effective as of December 3, 1999 (incorporated by
    reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed January 14, 2000); Amendment No. 1 effective as
    of February 7, 2001 (incorporated by reference to
    Exhibit 10.M.1 to El Paso Corporations 2001
    First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of November 7, 2002;
    Amendment No. 3 effective as of December 6, 2002 and
    Amendment No. 4 effective as of January 29, 2003
    (incorporated by reference to Exhibit 10.P.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.K+

Omnibus Plan for Management
    Employees Amended and Restated effective as of December 3,
    1999; Amendment No. 1 effective as of December 1, 2000
    (incorporated by reference to Exhibit 10.A to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed December 18, 2000); Amendment No. 2 effective as
    of February 7, 2001 (incorporated by reference to
    Exhibit 10.U.1 to El Paso Corporations 2001
    First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 3 effective as of December 7, 2001
    (incorporated by reference to Exhibit 10.1 to El Paso
    Corporations
    Form S-8,
    File
    No. 1-14365,
    filed February 11, 2002); Amendment No. 4 effective as
    of December 6, 2002 to (incorporated by reference to
    Exhibit 10.T.1 to El Paso Corporations 2002
    Annual Report on
    Form 10-K,
    File
    No. 1-14365).




---



##### Table of Contents



ExhibitNumber

Description10
.L+

Key Executive Severance Protection
    Plan Amended and Restated effective as of August 1, 1998
    (incorporated by reference to Exhibit 10.N to El Paso
    Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of February 7, 2001
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2001 First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of November 7, 2002;
    Amendment No. 3 effective as of December 6, 2002
    (incorporated by reference to Exhibit 10.N.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 4 effective as of September 2, 2003
    (incorporated by reference to Exhibit 10.N.1 to
    El Paso Corporations 2003 Third Quarter
    Form 10-Q,
    File
    No. 1-14365).10
.M+

Executive Award Plan of Sonat Inc.
    Amended and Restated effective as of July 23, 1998, as
    amended May 27, 1999 (incorporated by reference to
    Exhibit 10.S to El Paso Corporations 2004 Annual
    Report on
    Form 10-K,
    File
    No. 1-14365);
    Termination of the Executive Award Plan of Sonat Inc.
    (incorporated by reference to Exhibit 10.K.1 to
    El Paso Corporations 2000 Second Quarter
    Form 10-Q,
    File
    No. 1-14365).10
.N+

Senior Executive Survivor Benefit
    Plan Amended and Restated effective as of August 1, 1998
    (incorporated by reference to Exhibit 10.M to El Paso
    Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of February 7, 2001
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2001 First Quarter
    Form 10-Q,
    File
    No. 1-14365);
    Amendment No. 2 effective as of October 1, 2002
    (incorporated by reference to Exhibit 10.L.1 to
    El Paso Corporations 2002 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.O+

1995 Omnibus Compensation Plan
    Amended and Restated effective as of August 1, 1998
    (incorporated by reference to Exhibit 10.I to El Paso
    Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 1 effective as of December 3, 1998
    (incorporated by reference to Exhibit 10.I.1 to
    El Paso Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365);
    Amendment No. 2 effective as of January 20, 1999
    (incorporated by reference to Exhibit 10.I.2 to
    El Paso Corporations 2004 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.P+

Agreement and General Release
    dated May 4, 2005, by and between El Paso Corporation
    and John W. Somerhalder II.(incorporated by reference to
    Exhibit 10.A to El Paso Corporations
    Form 8-K,
    filed May 4, 2005).10
.Q+

Form of Indemnification Agreement
    executed by El Paso Corporation for the benefit of each
    officer listed in Schedule A thereto, (incorporated by
    reference to Exhibit 10.X to El Paso
    Corporations 2005 Annual Report on
    Form 10-K,
    File
    No. 1-14365).10
.R

Registration Rights Agreement,
    dated as of April 4, 2007, among El Paso Natural Gas
    Company and Deutsche Bank Securities Inc., Citigroup Global
    Markets Inc., ABN AMRO Incorporated, Goldman, Sachs & Co,
    Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc. and
    SG Americas Securities, LLC (Exhibit 10.A to our Current
    Report on Form 8-K filed with the SEC on April 9, 2007).12*


Computation of Ratio of Earnings
    to Fixed Charges.21*


Subsidiaries of El Paso
    Natural Gas Company.23
.A*

Consent of Ernst & Young
    LLP.23
.B*

Consent of PricewaterhouseCoopers
    LLP.23
.C*

Consent of Bracewell &
    Giuliani LLP (included in Exhibits 5 and 8).25*


Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of Wilmington
    Trust Company, to act as trustee under the Indenture.99
.A**

Form of Letter of Transmittal.99
.B**

Form of Guidelines for
    Certification of Taxpayer Identification Number on Substitute
    Form W-9.99
.C**

Form of Notice of Guaranteed
    Delivery.99
.D**

Form of Letter to Brokers,
    Dealers, Commercial Banks, Trust Companies and Other
    Nominees.99
.E**

Form of Letter to Clients.99
.F**

Form of Exchange Agent Agreement.     *
    
    Indicates exhibits filed herewith.**
    
    Indicates exhibits to be filed by amendment.+
    
    Indicates a management plan or a compensatory plan or
    arrangement.