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: ~~August 23, 2004~~ ~~(Date of Earliest Event Reported: August~~December 2322, 2004)

(Date of Earliest Event Reported: December 22, 2004)

(EL PASO CGP COMPANY LOGO)

EL PASO CGP COMPANY

(Exact name of Registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		1-7176 (Commission File Number)		74-1734212 (I.R.S. Employer Identification No.)

El Paso Building 1001 Louisiana Street Houston, Texas 77002 ~~(Address of principal executive offices) (Zip Code)~~

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (713) 420-2600

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:

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

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

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

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

TABLE OF CONTENTS

	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Press Release dated August 23, 2004
Ex-99.B


#0 SIGNATURES

Item 8.01. Other Events.

On ~~August~~December 2321, 2004, Elwe ~~Paso~~filed ~~Corporation,~~ our ~~parent~~quarterly ~~company, provided a progress~~ report on ~~its~~Form ~~long~~10-~~range~~Q ~~plan, financial and operational information~~ for the ~~second~~ quarter ofended ~~2004~~September 30, ~~and~~2004. anAfter ~~update~~filing on the ~~status~~report, ~~of the~~we ~~filing~~identified ofa ~~our~~transposition ~~2003~~error ~~Form~~in ~~10-K~~the ~~and~~production ~~first~~levels referenced ~~and~~on ~~second~~page ~~quarter~~29 ~~2004~~in ~~Form 10-Qs,~~the ~~including~~section ~~information~~entitled ~~related~~“Item 2 to— ~~us.~~Management’s ~~The~~Discussion ~~financial~~and ~~information~~Analysis of ~~provided~~Financial ~~for~~Condition ~~the~~and ~~quarter~~Results ~~and~~of ~~six~~Operations ~~months~~— ~~ended~~Segment ~~June 30,~~Results ~~2004~~— ~~has~~Unregulated ~~not~~Businesses ~~been~~— ~~reviewed~~Production bySegment ~~our~~— ~~independent~~Production ~~auditor.~~and ~~This~~Capital ~~financial~~Expenditures.” ~~information~~In ~~remains subject~~the tosecond ~~further~~sentence ~~review~~of bythe usfirst paragraph ~~and~~of ~~our~~that ~~independent~~subsection, ~~auditor~~we ~~and,~~stated ~~therefore, is~~that ~~subject~~“We toexpect ~~change.~~our Afourth ~~copy~~quarter of ~~the~~2004 ~~press~~production ~~release~~to average is330 ~~attached~~MMcfe/d ~~as Exhibit 99.A~~ and aour ~~copy~~annual ofproduction ~~the~~to ~~related~~average ~~slide~~295 ~~presentation~~MMcfe/d.” isThose ~~attached~~numbers ~~as Exhibit~~were 99inadvertently reversed.B.

~~Item~~The ~~9.01~~second ~~Financial~~sentence ~~Statements~~in the first paragraph under the subsection “Production and ~~Exhibits~~Capital Expenditures” on page 29 should read, “We expect our fourth quarter of 2004 production to average 295 MMcfe/d and our annual production to average 330 MMcfe/d.”

(c) Exhibits. Table of Contents

Exhibit Number		Description
99.A		Press Release dated August 23, 2004.
99.B		Slide Presentation dated August 23, 2004.

SIGNATURES

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

~~SIGNATURES~~ EL PASO CGP COMPANY By: /s/ Jeffrey I. Beason Jeffrey I. Beason Senior Vice President and Controller (Principal Accounting Officer)

~~Pursuant~~Dated: ~~to the requirements of the Securities Exchange Act of 1934~~December 22, ~~the~~2004 ~~registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned thereunto duly authorized.~~

EL PASO CGP COMPANY By: /s/ Jeffrey I. Beason Jeffrey I. Beason Senior Vice President and Controller (Principal Accounting Officer)

Dated: August 23, 2004

EXHIBIT INDEX

Exhibit Number		Description
99.A		Press Release dated August 23, 2004.
99.B		Slide Presentation dated August 23, 2004.

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