================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) November 17, 2004




                     PANHANDLE EASTERN PIPE LINE COMPANY, LP
             (Exact name of registrant as specified in its charter)



          Delaware                         1-2921                 44-0382470
(State or other jurisdiction     (Commission File Number)     (I.R.S.Employer
     of incorporation)                                       identification No.)



         5444 Westheimer Road                                      77056-5306
            Houston, Texas                                         (Zip Code)
(Address of principal executive offices)



       Registrant's telephone number, including area code: (713) 989-7000

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

   [ ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)


   [ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)


   [ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-(b))


   [ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))



================================================================================


<PAGE>


ITEM 2.03 CREATION OF A DIRECT  FINANCIAL  OBLIGATION OR AN OBLIGATION  UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.


     Southern Union Company ("Southern Union"),  the parent of Panhandle Eastern
Pipe Line Company,  LP ("Panhandle"),  funded a portion of its equity investment
in CCE Holdings,  LLC through bridge financing entered into on November 17, 2004
of $407,000,000 provided to Southern Union Panhandle,  LLC ("SUP"), a subsidiary
of Southern  Union,  by  affiliates of JP Morgan and Merrill Lynch and by WestLB
AG, New York Branch (the "Bridge Loan").  The Bridge Loan is subject to standard
terms  and  conditions  and  becomes  due and  payable  on May 17,  2005.  SUP's
obligations  under the Bridge Loan are  supported by Southern  Union Company and
Panhandle.  In the event that SUP is unable to repay the Bridge Loan,  Panhandle
has provided a guarantee  that is limited to the lesser of i) the maximum amount
as will,  after  giving  effect to such  maximum  amount and all other  relevant
contingent and fixed  liabilities  of Panhandle,  and after giving effect to any
collections from, rights to receive  contribution from or payments made by or on
behalf of Southern Union,  in respect of its obligations  under the Bridge Loan,
result in the obligations of Panhandle not constituting a fraudulent transfer or
conveyance  or ii) a principal  amount  equal to  $294,450,000  (or such greater
principal amount as may be guaranteed by Panhandle without  contravention of any
valid  contractual  restriction  binding  upon  Panhandle  at the date  hereof),
together in each case with accrued  interest  thereon and enforcement  costs. As
further  support for the Bridge Loan,  Southern Union and SUP have pledged their
equity interests in Panhandle,  and SUP has pledged its indirect equity interest
in CCE Holdings.

     This release and other reports and  statements  issued or made from time to
time contain certain  "forward-looking  statements"  concerning projected future
financial performance,  expected plans or future operations.  Panhandle cautions
that actual results and developments may differ materially from such projections
or expectations.
     Investors  should be aware of  important  factors  that could cause  actual
results  to  differ   materially   from  the   forward-looking   projections  or
expectations.  These factors  include,  but are not limited to: cost of gas; gas
sales  volumes;  gas  throughput  volumes and available  sources of natural gas;
discounting  of  transportation  rates  due  to  competition;  customer  growth;
abnormal  weather  conditions  in  Panhandle's  service  territories;  impact of
relations with labor unions of bargaining-unit  employees; the receipt of timely
and  adequate  rate  relief  and the impact of future  rate cases or  regulatory
rulings;  the outcome of pending and future litigation;  the speed and degree to
which  competition is introduced to Panhandle's gas distribution  business;  new
legislation and government  regulations  and proceedings  affecting or involving
Panhandle; unanticipated environmental liabilities; ability to comply with or to
challenge  successfully  existing or new environmental  regulations;  changes in
business strategy and the success of new business ventures,  including the risks
that  the  business  acquired  and any  other  businesses  or  investments  that
Panhandle has acquired or may acquire may not be  successfully  integrated  with
the business of Panhandle; exposure to customer concentration with a significant
portion of revenues realized from a relatively small number of customers and any
credit risks associated with the financial position of those customers;  factors
affecting operations such as maintenance or repairs,  environmental incidents or
gas pipeline system constraints;  Panhandle's, or any of its subsidiaries,  debt
securities  ratings;  the economic climate and growth in the energy industry and
service  territories  and  competitive  conditions of energy markets in general;
inflationary trends;  changes in gas or other energy market commodity prices and
interest rates; the current market conditions causing more customer contracts to
be of shorter duration,  which may increase revenue volatility;  the possibility
of  war or  terrorist  attacks;  the  nature  and  impact  of any  extraordinary
transactions  such as any  acquisition  or divestiture of a business unit or any
assets.

<PAGE>




                                   SIGNATURES



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



                                         PANHANDLE EASTERN PIPE LINE COMPANY, LP
                                         ---------------------------------------
                                                     (Registrant)



Date  November 22, 2004                      By  /s/ DAVID J. KVAPIL
      ------------------                         -------------------
                                                 David J. Kvapil
                                                 Executive Vice President
                                                 and Chief Financial Officer