EXHIBIT
3.A





Delaware
              PAGE 1
 The
First State








I, HARRIET SMITH WINDSOR,
SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A
TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "EL PASO NATURAL GAS
COMPANY", FILED .IN THIS OFFICE ON THE EIGHTH DAY OF APRIL, A.D. 2003, AT 11:30
O'CLOCK A.M.














































/s/
      Harriet Smith WindsorSTATE
      SEAL
            
            Harriet Smith
      Windsor, Secretary of State0247127     8100
            
            
            AUTHENTICATION:
      2369068030249914
            
            
            DATE:
      04-16-03













STATE
      OF DELAWARESECRETARY
      OF STATEDIVISION
      OF CORPORATIONSFILED11 :30
      AM 04/08/2003030230617– 0247127








RESTATED




CERTIFICATE
OF INCORPORATION




OF




EL
PASO NATURAL GAS COMPANY




Pursuant to
Sections 242 and 245 of the


General
Corporation Law of the State of Delaware






El Paso Natural. Gas Company, a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:




1.           The
name of the corporation is El Paso Natural Gas Company (the "Corporation"). The
Corporation was originally incorporated under the name El Paso Natural Gas
Company. The original certificate of incorporation was filed with the Secretary
of State of the State of Delaware on November 28, 1928. .




2.           This
Restated Certificate of Incorporation restates and further amends the
Certificate of Incorporation of the Corporation and has been adopted and
approved in accordance with Sections 242 and 245 of the General Corporation Law
of the State of Delaware.  Stockholder approval of this Restated
Certificate of Incorporation was given by unanimous written consent of the
stockholders of the Corporation in accordance with Section 228 of the General
Corporation Law of the State of Delaware. No shares of the Corporation's
preferred stock, including the Corporation's 8% Preferred Stock are currently
issued or outstanding. Upon the filing of this Restated Certificate of
Incorporation all shares of the Corporation's Preferred Stock shall be cancelled
and reference thereto shall be eliminated from the Restated Certificate of
Incorporation.




3.           The
text of the certificate of Incorporation. as heretofore amended, is hereby
amended and restated to read in its entirety as follows:




ARTICLE
1


NAME




The name of this corporation is
EI Paso Natural Gas Company.







ARTICLE
2


REGISTERED OFFICE
AND AGENT




The address of the registered office
of this eOtporation is Corporation Trust Center, 1209 Orange Street. City of
Wilmington, County of New Castle, Stale of Delaware 19801, and the name of its
registered agent at such address is The Corporation Trust
Company.




ARTICLE
3


PURPOSES




The purpose of this corporation is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.




ARTICLE
4


SHARES




The total number of authorized
shares of all classes of stock of this corporation shall consist of 1,000 shares
of common stock having a par value of $1.00 per share.




ARTICLES


BY-LAWS




The Board of Directors shall have
the power to adopt, amend or repeal the By-laws of this corporation, subject to
the power of the stockholders to amend or repeal such By-laws. The stockholders
having voting power shall also have the power to adopt, amend or repeal the
By-laws of this corporation.




ARTICLE
6


ELECTION OF
DIRECTORS




Except as may be otherwise required
by the By-laws, written ballots are not required in the election of
Directors.




ARTICLE
7


INDEMNIFICATION OF
OFFICERS AND DIRECTORS




The Corporation shall indemnify its
officers and directors to the full extent permitted by the General Corporation
Law of the State of Delaware, as amended from time to lime.





2


ARTICLE
8


LIMITATION OF
DIRECTOR LIABILITY




No director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director. for any act or omission, except that
a director may be liable (i) for breach of the director’s duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of the directors shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware. asso amended. The elimination and limitation of liability provided herein
shall continue after a director has ceased to occupy such position as to acts or
omissions occurring during such director's term or terms of office. Any
amendment, repeal or modification of this Article 8 shall not adversely affect
any right ofprotection of' a director of the Corporation existing at the time of such
repeal or modification.




IN WITNESS WHEREOF, the undersigned
has caused this Restated Certificate of Incorporation to be executed by a duly
authorized officer this 8th day of April 2003.






ELPASO NATURAL GAS
      COMPANY/s/
      Pilar DeAndaPilar DeAndaCorporate
      Secretary










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