UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

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

~~Date~~Pursuant ofto ~~Report: August~~Section ~~23,~~13 ~~2004~~ or 15(~~Date~~d) of ~~Earliest~~the Securities ~~Event~~Exchange ~~Reported:~~Act ~~August 23,~~of ~~2004)~~1934

ELDate ~~PASO~~of ~~PRODUCTION~~Report: July 19, ~~HOLDING COMPANY~~2005

(~~Exact~~Date ~~name~~ of ~~Registrant~~Earliest asEvent ~~specified~~Reported: inJuly 18, ~~its charter~~2005)

(ELPASO LOGO)

Delaware	333-106586	76-0637534
(State or other jurisdiction of	( File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

EL PASO PRODUCTION HOLDING COMPANY

El(Exact ~~Paso~~name ~~Building 1001~~of ~~Louisiana~~Registrant ~~Street Houston,~~as ~~Texas~~specified ~~77002 (Address~~in ofits ~~principal executive offices~~charter) ~~(Zip Code)~~

~~Registrant’s~~Delaware ~~telephone~~(State ~~number,~~or ~~including~~other ~~area~~jurisdiction ~~code~~of incorporation or organization) 333-106586 (~~713~~Commission File Number) ~~420~~ 76-~~2600~~ 0637534 (I.R.S. Employer Identification No.)

~~Check~~El ~~the~~Paso ~~appropriate~~Building 1001 ~~box~~Louisiana ~~below if the Form 8-K filing is intended to~~Street ~~simultaneously~~Houston, ~~satisfy~~Texas ~~the filing obligation of the registrant under any of the~~77002 ~~following provisions:~~

~~o Written~~(Address ~~communications~~of ~~pursuant~~principal toexecutive ~~Rule 425~~offices) ~~under the Securities Act~~ (17Zip ~~CFR 230.425~~Code)

~~o Soliciting~~Registrant’s ~~material~~telephone ~~pursuant~~number, toincluding ~~Rule 14a-12~~area ~~under~~code ~~the Exchange Act~~ (~~17 CFR 240.14a-12~~713) 420-2600

~~o Pre-commencement~~Check ~~communications~~the ~~pursuant~~appropriate tobox ~~Rule~~below if the Form ~~14d~~8-~~2(b)~~K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~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))

~~Item~~TABLE ~~2.02~~OF ~~Results of Operations and Financial Condition~~CONTENTS

OnItem ~~August 23,~~1.01 ~~2004,~~Entry Elinto ~~Paso Corporation, our parent company, provided~~ a ~~progress~~ ~~report~~Material onDefinitive ~~its~~Agreement ~~long-range~~Item ~~plan,~~7.01 ~~financial~~Regulation ~~and~~FD ~~operational information~~Disclosure ~~for~~Item ~~the~~8.01 ~~second~~Other ~~quarter~~Information ofItem ~~2004,~~9.01. ~~and~~Financial anStatements ~~update on the status of the filing of our 2003 Form 10-K~~ and ~~first~~Exhibits ~~and~~SIGNATURES ~~second~~EXHIBIT ~~quarter~~INDEX ~~2004~~Stock ~~Form~~Purchase ~~10-Qs, including~~Agreement ~~information~~Slide ~~related~~Presentation todated ~~us.~~July ~~The financial information provided for the quarter and six months ended June 30~~19, ~~2004~~2005 ~~has~~Press ~~not~~Release ~~been reviewed~~dated byJuly ~~our independent auditor. This financial information remains subject to further review by us and our independent auditor and~~19, ~~therefore, is subject to change. A copy of the press release is attached as Exhibit 9.A and a copy of the related slide presentation is attached as Exhibit 9.B.~~ 2005

ItemTable 9.01of Financial Statements and ExhibitsContents

~~(c)~~Item ~~Exhibits~~1.01 Entry into a Material Definitive Agreement.

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

On July 18, 2005, we entered into a definitive Stock Purchase Agreement to acquire all of the outstanding stock of Denver-based Medicine Bow Energy Corporation for $814 million in cash. Medicine Bow is a privately held company with an estimated 356 billion cubic feet equivalent (Bcfe) of proved reserves, mostly in the Rockies and East Texas. The transaction will be effective July 1, 2005 and is expected to close during the third quarter of 2005.

~~SIGNATURES~~ The purchase price for the acquisition is subject to adjustment for certain title and environmental defects discovered between signing and closing. The Medicine Bow stockholders made customary representations, warranties and covenants in the agreement, including, among others, covenants to conduct business in the ordinary course consistent with past practice during the interim period between signing and closing. Consummation of the acquisition is subject to customary conditions, including the accuracy of the representations and warranties.

~~Pursuant~~This toreport ~~the~~contains ~~requirements~~only a summary of certain provisions of the ~~Securities~~stock ~~Exchange~~purchase ~~Act~~agreement. The ofsummary ~~1934,~~does not purport to be a complete summary of the agreement and is qualified by ~~registrant~~reference ~~has~~to ~~duly~~the ~~caused~~agreement, which is filed as Exhibit 10.A to this report. toThe beagreement ~~signed~~contains representations, onwarranties ~~its~~and ~~behalf~~other provisions that are qualified by reference to disclosure schedules that have not been filed with the agreement. These representations and warranties were ~~undersigned~~made ~~thereunto~~to ~~duly~~provide ~~authorized~~the parties thereto with specified rights and obligations and to allocate risk among them, and it should not be relied upon for business or operational information about any of the parties or their affiliates.

~~EL PASO PRODUCTION HOLDING COMPANY By: /s/ D~~Item 7.01 ~~Mark~~Regulation FD ~~Leland D~~Disclosure. ~~Mark Leland Executive Vice President and Chief Financial Officer (Principal Financial Officer)~~

~~Dated:~~ On ~~August~~July 2319, ~~2004~~2005, El Paso Corporation, our parent company is making a presentation to analysts and investors concerning our acquisition of Medicine Bow Energy Corporation. A copy of the slide presentation is attached as Exhibit 99.A and is being furnished under this item solely for the purpose of complying with Regulation FD.

~~EXHIBIT~~Item 8.01 ~~INDEX~~Other Information.

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

On July 19, 2005, El Paso Corporation, our parent company announced the acquisition of Denver-based Medicine Bow Energy Corporation for $814 million in cash. A copy of our press release is attached as Exhibit 99.B.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number		Description

10.A		Stock Purchase Agreement dated July 18, 2005.

99.A		Slide Presentation dated July 19, 2005.

99.B		Press Release dated July 19, 2005.

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.


	EL PASO PRODUCTION HOLDING COMPANY
	By:	/s/ D. MARK LELAND
		D. Mark Leland
		Executive Vice President and Chief Financial Officer *(Principal Financial Officer)*

Dated: July 19, 2005

EXHIBIT INDEX


Exhibit Number		Description

10.A		Stock Purchase Agreement dated July 18, 2005.

99.A		Slide Presentation dated July 19, 2005.

99.B		Press Release dated July 19, 2005.

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

ItemTable 9.01of Financial Statements and ExhibitsContents

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