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:

~~June~~ 16January 6, ~~2005~~2006

(Date of Earliest Event Reported: ~~June 13~~December 31, 2005)

EL EL PASO CGP COMPANY L.L.C.

(Formerly El Paso CGP Company)

(Exact name of Registrant as specified in its charter)

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


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)

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))

~~o Soliciting~~ ~~material pursuant to Rule~~Item ~~14a-12~~1.01 ~~under~~Entry ~~the~~into ~~Exchange~~a ~~Act~~Material ~~(17~~Definitive ~~CFR~~Agreement ~~240.14a-12)~~

~~o Pre~~ On December 31, 2005, concurrently with the distribution of assets described below in Item 2.01 of this Current Report on Form 8-~~commencement~~K, we ~~communications~~entered ~~pursuant~~into a supplemental indenture to ~~Rule 14d~~each of the four indentures governing our outstanding long-2term indebtedness (bcollectively, the “Indentures”). ~~under~~Pursuant to the supplemental ~~Exchange~~indentures, ~~Act~~El Paso Corporation (17“El ~~CFR~~Paso”), our parent company, assumed and succeeded to all of ~~240~~our rights, powers and obligations, and was substituted for us in all respects, under each Indenture, such that El Paso is now the sole obligor in respect of all of our outstanding long-term debt.~~14d~~ The supplemental indentures, which are attached as Exhibits 10.A, 10.B, 10.C and 10.D, respectively, to this Current Report on Form 8-~~2(b))~~K, are listed below and are incorporated into this Item 1.01 by reference:

~~o Pre~~• Second Supplemental Indenture to the Indenture dated as of October 1, 1990, by and among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association (as successor-~~commencement communications~~in-interest ~~pursuant~~to The Bank of New York, a New York banking corporation), as trustee; • Third Supplemental Indenture to ~~Rule 13e~~the Indenture dated as of May 15, 1992, by and among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association (as successor-4in-interest to The Bank of New York, a New York banking corporation, and Bank of Montreal Trust Company, a New York trust company), as trustee (cas amended and supplemented to date); ~~under~~• Fourth Supplemental Indenture to the ~~Exchange~~Indenture ~~Act~~dated ~~(17 CFR 240~~as of September 15, 1992, by and among El Paso CGP Company, L.~~13e~~L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association (as successor-4in-interest to The Bank of New York, a New York banking corporation, and NationsBank of Texas, National Association, a national banking association), as trustee (cas amended and supplemented to date); and • Thirteenth Supplemental Indenture to the Indenture dated as of February 24, 1997, by and among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association (as successor-in-interest to The Bank of New York, a New York banking corporation, and Harris Trust and Savings Bank, a banking corporation organized under the laws of the State of Illinois), as trustee (as amended and supplemented to date).

Item 42.~~02 Non-Reliance~~01 onCompletion ~~Previously~~of ~~Issued~~Acquisition ~~Financial Statements~~ or aDisposition ~~Related Audit~~of ~~Report~~Assets ~~or Completed Interim Review.~~

On ~~June 13,~~ In December 2005, ~~the~~we ~~Audit~~completed ~~Committee~~a series of transactions including the ~~Board~~following; (i) we converted El Paso CGP Company into a limited liability company and renamed it El Paso CGP Company L.L.C.; (ii) we cancelled and exchanged approximately $2 billion of ~~Directors~~our outstanding indebtedness for new debt securities of El Paso in connection with a series of private exchange offers; and (iii) we distributed substantially all of our pipeline and natural gas and oil subsidiaries and assets to El Paso. Concurrently ~~Corporation~~with this distribution (and pursuant to and in accordance with the provisions of the Indentures), El Paso assumed, and became the sole obligor in respect of, substantially all of our remaining third party indebtedness, as ~~parent~~more ~~company~~fully described above in Item 1.01 of this Current Report on Form 8-K. The distributed assets and assumed liabilities together constituted substantially all of our operating assets and liabilities, excluding ~~concluded~~certain investments and assets that ~~previously~~are ~~issued~~pending ~~financial~~sale to ~~statements~~third ~~for~~parties. In addition, El Paso contributed ~~our~~approximately $300 million to provide us the ability to ~~2003~~fund further operating, investing and ~~2004~~financing ~~fiscal~~cash ~~years~~needs. ~~should~~Upon completion of pending asset sales to third parties, we will have no ~~longer~~ongoing beoperations ~~relied~~other ~~upon~~than ~~because~~the ofeventual ansettlement of ~~error in~~residual ~~those~~assets ~~financial~~and ~~statements~~liabilities.

~~The~~ restatement of these financial statements is necessary to reflect adjustments in certain of our discontinued operations in 2003 and 2004, resulting from errors in the accounting and reporting for foreign currency translation adjustments (CTA)Item ~~and the related tax effects~~9.01 ~~There~~Financial ~~were~~Statements ~~no changes in total cash flows from operations for any period. El Paso identified the accounting~~ and ~~reporting~~ ~~errors during the process of remediating our material weakness~~Exhibits ~~in internal control over financial reporting that we reported in our Annual Report on Form 10-K for the year ended December 31, 2004.~~

We ~~determined~~ (b) ~~that balances~~Pro inForma ~~CTA contained amounts related to businesses and investments~~Financial ~~that had~~Information been previously sold or abandoned. These balances should have been reclassified to earnings upon the sale or abandonment of these entities. The adjustment of these CTA balances affected losses we recorded on several of these assets and investments, including impairment charges. In addition, we determined that upon initially recognizing U.S. deferred income taxes on our investment in certain foreign operations, we did not properly allocate taxes to CTA.

In ~~2004,~~To ~~the~~be ~~income statement~~filed ~~impact~~as ofsoon ~~these~~as ~~adjustments was a $32 million reduction of our net loss from discontinued operations~~available. ~~In 2003, the impact of these adjustments~~ was a reduction of our net loss from discontinued operations of $35 million. As of December 31, 2004, the overall effect of these adjustments to total stockholders’ equity was a decrease of $1 million.

~~The~~1 ~~Audit Committee~~ ~~of El Paso’s Board of Directors and certain authorized officers have discussed the matters described above with PricewaterhouseCoopers LLP, our independent accountant.~~

~~Our~~ ~~management has~~(d) Exhibits determined that the restatement is related to our previously reported material weakness regarding the Identification, Capture and Communication of Financial Data Used in Accounting for Non-Routine Transactions or Activities. Accordingly, the restatement does not constitute an additional material weakness.

Item 8.01 Other Information.


Exhibit
Number		Description

	10.A	Second Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association, as trustee, to indenture dated as of October 1, 1990.
	10.B	Third Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association, as trustee, to indenture dated as of May 15, 1992.
	10.C	Fourth Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association, as trustee, to indenture dated as of September 15, 1992.
	10.D	Thirteenth Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A, a national banking association, as trustee, to indenture dated as of February 24, 1997.

On2 ~~June 15,~~ ~~2005, El Paso Corporation, our parent company, announced that it identified~~ errors in the accounting and reporting for foreign currency translation adjustments and the related tax effects that require a restatement of our 2003 and 2004 financial statements. A copy of the press release is attached as Exhibit 99.A and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.A		Press Release dated June 15, 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 CGP COMPANY ~~By: /s/ Jeffrey I~~L. ~~Beason Jeffrey I~~L. ~~Beason Senior Vice President and Controller (Principal Accounting Officer)~~C.

~~Dated~~By: ~~June~~ ~~16,~~/s/ ~~2005~~ John R. Sult



	John R. Sult
	Senior Vice President and Controller
	(Principal Accounting Officer)

Dated: January 6, 2006

EXHIBIT INDEX

Exhibit Number		Description
Exhibit
99.A		Press Release dated June 15, 2005.
Number			Description
	10	.A	Second Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association, as trustee, to indenture dated as of October 1, 1990.
	10	.B	Third Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association, as trustee, to indenture dated as of May 15, 1992.
	10	.C	Fourth Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A., a national banking association, as trustee, to indenture dated as of September 15, 1992.
	10	.D	Thirteenth Supplemental Indenture dated as of December 31, 2005, among El Paso CGP Company, L.L.C., El Paso Corporation and The Bank of New York Trust Company, N.A, a national banking association, as trustee, to indenture dated as of February 24, 1997.

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