##### 



Exhibit 25
   SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM T-1
 STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
  WILMINGTON TRUST COMPANY
  Delaware
    
    51-0055023(Jurisdiction of incorporation of 
organization if not a U.S. national bank)
    
    (I.R.S. Employer Identification No.)
 1100 North Market Street
Wilmington, Delaware 19890-0001
(302) 651-1000
 Michael A. DiGregorio
Senior Vice President and General Counsel
Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-0001
(302) 651-8793
 El Paso Natural Gas Company
  Delaware
    
    74-0608280(State or other jurisdiction or incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
 
 5.95% Senior Notes Due 2017




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ITEM 1. GENERAL INFORMATION.
   Federal Deposit Insurance Corp.
    
    State Bank Commissioner20 Exchange Place, Room 6014
    
    555 East Loockerman Street, Suite 210New York, New York 10005
    
    Dover, Delaware 19901
   ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
   ITEM 16. LIST OF EXHIBITS.
 List below all exhibits filed as part of this Statement of Eligibility and
Qualification.
 
    
    A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the
certificate of authority of Wilmington Trust Company to commence business (Exhibit 2)
and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3).
    
    A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4).
    
    Consent of Wilmington Trust Company required by Section 321(b) of the Trust
Indenture Act (Exhibit 6).
    
    A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7).
  [SEAL]
    
    
    
    
    
    WILMINGTON TRUST COMPANYAttest:
    
    /s/ Michael G. Oller, Jr.
    
    
    
    By:
    
    /s/ Mary C. St. AmandAssistant Secretary
    
    
    
    Name:
    
    Mary C. St. AmandTitle:
    
    Vice President




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EXHIBIT 1*
 AMENDED CHARTER
 Wilmington Trust Company
 Wilmington, Delaware
 As existing on May 9, 1987




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Amended Charter
or
Act of Incorporation
of
Wilmington Trust Company
 Wilmington Trust Company Wilmington Trust
Company
 First: Wilmington Trust Company
 Second: Wilmington Trust Company
 Third:
 (1)
    
    To sue and be sued, complain and defend in any Court of law or
equity and to make and use a common seal, and alter the seal at pleasure, to
hold, purchase, convey, mortgage or otherwise deal in real and personal estate
and property, and to appoint such officers and agents as the business of the
Corporation shall require, to make by-laws not inconsistent with the
Constitution or laws of the United States or of this State, to discount bills,
notes or other evidences of debt, to receive deposits of money, or securities
for money, to buy gold and silver bullion and foreign coins, to buy and sell
bills of exchange, and generally to use, exercise and enjoy all the powers,
rights, privileges and franchises incident to a corporation which are proper or
necessary for the transaction of the business of the Corporation hereby
created.(2)
    
    To insure titles to real and personal property, or any estate
or interests therein, and to guarantee the holder of such property, real or
personal, against any claim or
claims, adverse to his interest therein, and to prepare and give
certificates of title for any lands or premises in the State of Delaware,
or elsewhere.




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(3)
    
    To act as factor, agent, broker or attorney in the receipt,
collection, custody, investment and management of funds, and the purchase,
sale, management and disposal of property of all descriptions, and to prepare
and execute all papers which may be necessary or proper in such business.(4)
    
    To prepare and draw agreements, contracts, deeds, leases,
conveyances, mortgages, bonds and legal papers of every description, and to
carry on the business of conveyancing in all its branches.(5)
    
    To receive upon deposit for safekeeping money, jewelry, plate,
deeds, bonds and any and all other personal property of every sort and kind,
from executors, administrators, guardians, public officers, courts, receivers,
assignees, trustees, and from all fiduciaries, and from all other persons and
individuals, and from all corporations whether state, municipal, corporate or
private, and to rent boxes, safes, vaults and other receptacles for such
property.(6)
    
    To act as agent or otherwise for the purpose of registering,
issuing, certificating, countersigning, transferring or underwriting the stock,
bonds or other obligations of any corporation, association, state or
municipality, and may receive and manage any sinking fund therefor on such
terms as may be agreed upon between the two parties, and in like manner may act
as Treasurer of any corporation or municipality.(7)
    
    To act as Trustee under any deed of trust, mortgage, bond or
other instrument issued by any state, municipality, body politic, corporation,
association or person, either alone or in conjunction with any other person or
persons, corporation or corporations.(8)
    
    To guarantee the validity, performance or effect of any
contract or agreement, and the fidelity of persons holding places of
responsibility or trust; to become surety for any person, or persons, for the
faithful performance of any trust, office, duty, contract or agreement, either
by itself or in conjunction with any other person, or persons, corporation, or
corporations, or in like manner become surety upon any bond, recognizance,
obligation, judgment, suit, order, or decree to be entered in any court of
record within the State of Delaware or elsewhere, or which may now or hereafter
be required by any law, judge, officer or court in the State of Delaware or
elsewhere.(9)
    
    To act by any and every method of appointment as trustee,
trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
administrator, guardian, bailee, or in any other trust capacity in the
receiving, holding, managing, and disposing of any and all estates and
property, real, personal or mixed, and to be appointed as such trustee, trustee
in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
administrator, guardian or bailee by any persons, corporations, court, officer,
or authority, in the State of Delaware or elsewhere;
and whenever this Corporation is so appointed by any person, corporation,
court, officer or authority such trustee, trustee in bankruptcy, receiver,
assignee,
 2




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(10)
    
    And for its care, management and trouble, and the exercise of
any of its powers hereby given, or for the performance of any of the duties
which it may undertake or be called upon to perform, or for the assumption of
any responsibility the said Corporation may be entitled to receive a proper
compensation.(11)
    
    To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities, obligations,
contracts and evidences of indebtedness, of any private, public or municipal
corporation within and without the State of Delaware, or of the Government of
the United States, or of any state, territory, colony, or possession thereof,
or of any foreign government or country; to receive, collect, receipt for, and
dispose of interest, dividends and income upon and from any of the bonds,
mortgages, debentures, notes, shares of capital stock, securities, obligations,
contracts, evidences of indebtedness and other property held and owned by it,
and to exercise in respect of all such bonds, mortgages, debentures, notes,
shares of capital stock, securities, obligations, contracts, evidences of
indebtedness and other property, any and all the rights, powers and privileges
of individual owners thereof, including the right to vote thereon; to invest
and deal in and with any of the moneys of the Corporation upon such securities
and in such manner as it may think fit and proper, and from time to time to
vary or realize such investments; to issue bonds and secure the same by pledges
or deeds of trust or mortgages of or upon the whole or any part of the property
held or owned by the Corporation, and to sell and pledge such bonds, as and
when the Board of Directors shall determine, and in the promotion of its said
corporate business of investment and to the extent authorized by law, to lease,
purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and
personal property of any name and nature and any estate or interest therein.
  (1)
    
    To do any or all of the things herein set forth, to the same
extent as natural persons might or could do, and in any part of the world.(2)
    
    To acquire the good will, rights, property and franchises and
to undertake the whole or any part of the assets and liabilities of any
person, firm, association or corporation, and to pay for the same in cash,
stock of this Corporation, bonds or otherwise; to hold or in any manner to
dispose of the whole or any part of the property so purchased; to conduct in
any lawful manner the whole or any part of any business so acquired, and to
exercise all the powers necessary or convenient in and about the conduct and
management of such business.(3)
    
    To take, hold, own, deal in, mortgage or otherwise lien, and to
lease, sell, exchange, transfer, or in any manner whatever dispose of property,
real, personal or mixed, wherever situated.
 3




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(4)
    
    To enter into, make, perform and carry out contracts of every
kind with any person, firm, association or corporation, and, without limit as
to amount, to draw, make, accept, endorse, discount, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and
other negotiable or transferable instruments.(5)
    
    To have one or more offices, to carry on all or any of its
operations and businesses, without restriction to the same extent as natural
persons might or could do, to purchase or otherwise acquire, to hold, own, to
mortgage, sell, convey or otherwise dispose of, real and personal property, of
every class and description, in any State, District, Territory or Colony of the
United States, and in any foreign country or place.(6)
    
    It is the intention that the objects, purposes and powers
specified and clauses contained in this paragraph shall (except where otherwise
expressed in said paragraph) be nowise limited or restricted by reference to or
inference from the terms of any other clause of this or any other paragraph in
this charter, but that the objects, purposes and powers specified in each of
the clauses of this paragraph shall be regarded as independent objects,
purposes and powers.
 Fourth:
 (1)
    
    One million (1,000,000) shares of Preferred stock, par value
$10.00 per share (hereinafter referred to as Preferred Stock); and(2)
    
    Forty million (40,000,000) shares of Common Stock, par value
$1.00 per share (hereinafter referred to as Common Stock).
 Fourth
 (1)
    
    The distinctive designation of, and the number of shares of
Preferred Stock which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors) or
decreased (but not below the number of shares thereof then outstanding) from
time to time by like action of the Board of Directors;
 4




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(2)
    
    The rate and times at which, and the terms and conditions on
which, dividends, if any, on Preferred Stock of such series shall be paid, the
extent of the preference or relation, if any, of such dividends to the
dividends payable on any other class or classes, or series of the same or other
class of stock and whether such dividends shall be cumulative or
non-cumulative;(3)
    
    The right, if any, of the holders of Preferred Stock of such
series to convert the same into or exchange the same for, shares of any other
class or classes or of any series of the same or any other class or classes of
stock of the Corporation and the terms and conditions of such conversion or
exchange;(4)
    
    Whether or not Preferred Stock of such series shall be subject
to redemption, and the redemption price or prices and the time or times at
which, and the terms and conditions on which, Preferred Stock of such series
may be redeemed.(5)
    
    The rights, if any, of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding-up, of the Corporation.(6)
    
    The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of such series; and(7)
    
    The voting powers, if any, of the holders of such series of
Preferred Stock which may, without limiting the generality of the foregoing
include the right, voting as a series or by itself or together with other
series of Preferred Stock or all series of Preferred Stock as a class, to elect
one or more directors of the Corporation if there shall have been a default in
the payment of dividends on any one or more series of Preferred Stock or under
such circumstances and on such conditions as the Board of Directors may
determine.(c)(1)
    
    After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the provisions of
section (b) of this Article Fourth), if any, shall have been met and after the
Corporation shall have complied with all the requirements, if any, with respect
to the setting aside of sums as sinking funds or redemption or purchase
accounts (fixed in accordance with the provisions of section (b) of this
Article Fourth), and subject further to any conditions which may be fixed in
accordance with the provisions of section (b) of this Article Fourth, then and
not otherwise the holders of Common Stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of Directors.(2)
    
    After distribution in full of the preferential amount, if any,
(fixed in accordance
with the provisions of section (b) of this Article Fourth), to be
distributed to the holders of Preferred Stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution or
winding-up, of the Corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation, tangible
and intangible, of whatever kind available for distribution to stockholders
ratably in proportion to the number of shares of Common Stock held by them
respectively.
 5




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(3)
    
    Except as may otherwise be required by law or by the provisions
of such resolution or resolutions as may be adopted by the Board of Directors
pursuant to section (b) of this Article Fourth, each holder of Common Stock
shall have one vote in respect of each share of Common Stock held on all
matters voted upon by the stockholders.
  Fourth Fourth
    6




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Fifth:
     7




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Sixth:
 Seventh:
 Eighth:
 Ninth:
 Tenth:
 Eleventh:
 Twelfth:
 Thirteenth:
 Fourteenth:
 8




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Fifteenth: Fifteenth:
 (A)
    
    any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder
(as hereinafter defined) or (ii) any other corporation (whether or not itself
an Interested Stockholder), which, after such merger or consolidation, would be
an Affiliate (as hereinafter defined) of an Interested Stockholder, or(B)
    
    any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions) to or with
any Interested Stockholder or any Affiliate of any Interested Stockholder of
any assets of the Corporation or any Subsidiary having an aggregate fair market
value of $1,000,000 or more, or(C)
    
    the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of related transactions) of any securities of
the Corporation or any Subsidiary to any Interested Stockholder or any
Affiliate of any Interested Stockholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate fair market value
of $1,000,000 or more, or(D)
    
    the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation, or(E)
    
    any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any similar transaction
(whether or not with or into or otherwise involving an Interested Stockholder)
which has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible
securities of the Corporation or any Subsidiary which is directly or indirectly
owned by any Interested Stockholder, or any Affiliate of any Interested
Stockholder,
 Fifteenth
 (2)
    
    The term business combination as used in this Article
Fifteenthshall mean any transaction which is referred to in any one or more of
clauses (A) through (E) of paragraph 1 of the section (a).
 Fifteenth
 Fifteenth
 (1)
    
    A person shall mean any individual, firm, corporation or other entity.
 9




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(2)
    
    Interested Stockholder shall mean, in respect of any business
combination, any person (other than the Corporation or any Subsidiary) who or
which as of the record date for the determination of stockholders entitled to
notice of and to vote on such business combination, or immediately prior to the
consummation of any such transaction:
 (A)
    
    is the beneficial owner, directly or
indirectly, of more than 10% of the Voting Shares, or(B)
    
    is an Affiliate of the Corporation and at any
time within two years prior thereto was the beneficial owner, directly
or indirectly, of not less than 10% of the then outstanding voting
Shares, or(C)
    
    is an assignee of or has otherwise succeeded in
any share of capital stock of the Corporation which were at any time
within two years prior thereto beneficially owned by any Interested
Stockholder, and such assignment or succession shall have occurred in
the course of a transaction or series of transactions not involving a
public offering within the meaning of the Securities Act of 1933.
 (3)
    
    A person shall be the beneficial owner of any Voting Shares:
 (A)
    
    which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own, directly or
indirectly, or(B)
    
    which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to
any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (ii) the right to vote pursuant to any agreement, arrangement or
understanding, or(C)
    
    which are beneficially owned, directly or
indirectly, by any other person with which such first mentioned person
or any of its Affiliates or Associates has any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of capital stock of the Corporation.
 (4)
    
    The outstanding Voting Shares shall include shares deemed owned
through application of paragraph (3) above but shall not include any other
Voting Shares
which may be issuable pursuant to any agreement, or upon exercise of
conversion rights, warrants or options or otherwise.(5)
    
    Affiliate and Associate shall have the respective meanings
given those terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on December 31, 1981.
 10




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(6)
    
    Subsidiary shall mean any corporation of which a majority of
any class of equity security (as defined in Rule 3a11-1 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on
December 31, 1981) is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Investment
Stockholder set forth in paragraph (2) of this section (c), the term
Subsidiary shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.
 Fifteenth
 Fifteenth
 Sixteenth: Fifth, Thirteenth, Fifteenth Sixteenth
 Seventeenth:
   11




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EXHIBIT 4
 BY-LAWS
 WILMINGTON TRUST COMPANY
 WILMINGTON, DELAWARE
 As existing on December 16, 2004




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BY-LAWS OF WILMINGTON TRUST COMPANY
 ARTICLE 1  Stockholders Meetings
 Annual Meeting
 Special Meetings
 Notice
 Quorum
 ARTICLE 2  Directors
 Management
 Number
 Qualification
 Meetings




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Special Meetings
 Quorum
 Notice
 Vacancies
 Organization Meeting
 Removal
 Responsibility of Officers
 Participation in Meetings
 2




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ARTICLE 3  Committees of the Board of Directors
 Audit Committee.
    Compensation Committee.
    Nominating and Corporate Governance Committee.
   3




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Other Committees
 Associate Directors.
   Absence or Disqualification of Any Member of a Committee.
 ARTICLE 4  Officers
 Chairman of the Board
 Chief Executive Officer
 President
 Duties
 4




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Vice Presidents
 Secretary
 Chief Financial Officer
 Controller
  Audit Officers
  Other Officers
 Powers and Duties of Other Officers
 5




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Number of Offices
 ARTICLE 5  Stock and Stock Certificates
 Transfer
 Certificates
 Record Date
 ARTICLE 6  Seal
   ARTICLE 7  Fiscal Year
  6




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ARTICLE 8  Execution of Instruments of the Company
  ARTICLE 9  Compensation of Directors and Members of Committees
  ARTICLE 10  Indemnification
 Persons Covered
  7




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Advance of Expenses
 Certain Rights
 Non-Exclusive
 Reduction of Amount
 Effect of Modification
 ARTICLE 11  Amendments to the Bylaws
  ARTICLE 12  Miscellaneous
  8




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EXHIBIT 6
 Section 321(b) Consent
  WILMINGTON TRUST COMPANYDated:
    By:Name:Title:
    Vice President




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EXHIBIT 7
 NOTICE
  R E P O R T O F C O N D I T I O N
  WILMINGTON TRUST COMPANY
    
    of
    
    WILMINGTONName of Bank
    
    
    
    City
 DELAWARE
 ASSETS
 Thousands of dollarsCash and balances due from depository institutions:Noninterest-bearing balances and currency and coins
    
    
    
    
    
    
    195,178Interest-bearing balances
    
    
    
    
    
    
    0Held-to-maturity securities
    
    
    
    
    
    
    1,497Available-for-sale securities
    
    
    
    
    
    
    1,327,392Federal funds sold in domestic offices
    
    
    
    
    
    
    205,000Securities purchased under agreements to resell
    
    
    
    
    
    
    15,407Loans and lease financing receivables:Loans and leases held for sale
    
    
    3,936Loans and leases, net of unearned income
    
    
    7,772,292LESS: Allowance for loan and lease losses
    
    
    87,709Loans and leases, net of unearned income, allowance, and reserve
    
    
    
    
    
    
    7,684,583Assets held in trading accounts
    
    
    
    
    
    
    0Premises and fixed assets (including capitalized leases)
    
    
    
    
    
    
    133,406Other real estate owned
    
    
    
    
    
    
    199Investments in unconsolidated subsidiaries and associated companies
    
    
    
    
    
    
    3,175Intangible assets:a. Goodwill
    
    
    
    
    
    
    1,946b. Other intangible assets
    
    
    
    
    
    
    3,448Other assets
    
    
    
    
    
    
    280,145Total assets
    
    
    
    
    
    
    9,855,312




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LIABILITIES
 Deposits:In domestic offices
    
    
    
    
    
    
    7,786,647Noninterest-bearing
    
    
    868,290Interest-bearing
    
    
    6,918,357Federal funds purchased in domestic offices
    
    
    
    
    
    
    297,707Securities sold under agreements to repurchase
    
    
    
    
    
    
    418,108Trading liabilities (from Schedule RC-D)
    
    
    
    
    
    
    0Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
    
    
    
    
    
    
    242,436Subordinated notes and debentures
    
    
    
    
    
    
    0Other liabilities (from Schedule RC-G)
    
    
    
    
    
    
    256,804Total liabilities
    
    
    
    
    
    
    9,001,702EQUITY CAPITALPerpetual preferred stock and related surplus
    
    
    
    
    
    
    0Common Stock
    
    
    
    
    
    
    500Surplus (exclude all surplus related to preferred stock)
    
    
    
    
    
    
    124,527a. Retained earnings
    
    
    
    
    
    
    790,249b. Accumulated other comprehensive income
    
    
    
    
    
    
    (61,666
    )Total equity capital
    
    
    
    
    
    
    853,610Total liabilities, minority interest, and equity capital
    
    
    
    
    
    
    9,855,312