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:

~~February~~June 25 16, 2005

(Date of Earliest Event Reported: ~~February~~June 2213, 2005)

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.)

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))

Item 8 4.~~01.~~02 Non-Reliance ~~Other~~on ~~Events~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~February 22~~ June 13, 2005, Elthe ~~Paso~~Audit ~~Corporation~~Committee ~~issued~~of athe ~~press~~Board ~~release~~of ~~titled~~Directors “of El Paso ~~Provides~~Corporation, ~~Update~~ our parent oncompany, ~~Exploration~~concluded ~~and~~that ~~Production~~previously ~~Activities.” The~~issued ~~release,~~financial ~~among~~statements ~~other~~for ~~things,~~ our 2003 ~~provided~~and ~~information concerning December 31,~~ 2004 ~~proved~~fiscal ~~oil~~years ~~and~~should ~~natural gas~~no ~~reserves. The~~longer ~~tables~~be ~~incorrectly~~relied ~~reflect~~upon ~~the~~because ~~inclusion~~ of ~~certain~~an ~~Brazilian reserves~~ error in Elthose ~~Paso~~financial ~~CGP’s column of reserve information~~statements. ~~Those reserves~~ ~~are owned by El Paso Corporation, not El Paso CGP or El Paso Production Holding Company.~~

The restatement ~~release~~of ~~included~~ these afinancial ~~table~~statements ~~under~~is ~~the~~necessary ~~heading~~to ~~"Year-End~~reflect ~~2004~~adjustments ~~Proved~~in ~~Reserves"~~certain of ~~that~~our ~~reconciled~~ discontinued ~~proved~~operations ~~reserves~~in ~~from~~2003 ~~December~~and 312004, ~~2003~~resulting tofrom ~~December~~errors ~~31,~~in ~~2004~~the accounting and reporting for Elforeign currency translation adjustments ~~Paso~~ (CTA) and ~~Corporation,~~the Elrelated ~~Paso~~tax ~~Production~~effects. ~~Holding~~There ~~Company~~were ~~(EPPH)~~no ~~and~~changes in total cash flows from operations for any period. El Paso ~~CGP~~identified the accounting ~~Company~~ and reporting ~~(El~~errors ~~Paso~~during ~~CGP). A~~the ~~corrected~~process ~~table~~of isremediating ~~set~~our ~~forth~~material ~~below:~~ weakness 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 ~~El Paso~~ determined ~~Corp.~~that ~~EPPH El Paso~~ balances ~~CGP Bcf Equivalent~~in atCTA ~~Jan.~~contained 1,amounts 2004 2,474 1,541 933 Production (298) (167) (122) Net Sales (29) (25) (4) Additions 205 70 37 Revisions (173) (132) (41) Bcf Equivalentrelated atto ~~Dec.~~businesses ~~31,~~and ~~20041~~investments that had 2,181 1,288 804 PV102 ($MM) $4,760 $2,756 $1,875 1 Approximately 71 been ~~percent~~previously ofsold ~~the~~or ~~December~~abandoned. ~~31,~~These ~~2004~~balances ~~proved~~should ~~reserves~~have ~~are~~been ~~developed and 82~~reclassified ~~percent~~ to ~~are~~earnings ~~natural~~upon ~~gas.~~the ~~The~~sale ~~company~~or ~~utilized~~abandonment aof ~~year-end~~these ~~natural~~entities. ~~gas~~The ~~price~~adjustment of these ~~$6.22~~CTA ~~per~~balances ~~MMBtu~~affected ~~and~~losses awe ~~year-end~~recorded ~~oil~~on ~~price~~several of ~~$43.45~~these ~~per barrel to~~assets ~~determine~~ and investments, ~~its~~including ~~present~~impairment ~~value calculations~~charges. ~~Excludes reserves~~In ~~of discontinued operations of 161 Bcfe at January 1~~addition, ~~2004. 2 Present~~ ~~value discounted~~we atdetermined ~~10 percent per annum.~~that ~~Note: Figures~~ upon ~~may~~ initially ~~not~~recognizing ~~total due to rounding~~U. ~~The~~S. ~~release~~deferred ~~also included~~income ataxes ~~table~~on ~~under~~our ~~the~~investment ~~heading~~in ~~"Divisional Details-International" that set~~certain ~~forth~~ foreign ~~the~~operations, ~~proved~~we ~~reserves~~did ofnot Elproperly ~~Paso~~allocate ~~Corporation,~~taxes ~~EPPH~~to ~~and El Paso CGP by region~~CTA. A ~~table reflecting the corrected reserves information in Bcfe by region and registrant is set forth below:~~

In 2004, the income statement impact of these adjustments was a $32 million reduction of our El net ~~Paso~~loss ~~Corp~~from discontinued operations. ~~EPPH El~~ ~~Paso~~In ~~CGP Onshore 1~~2003,~~196 1,084 112 Texas~~ ~~Gulf~~the ~~Coast~~ impact of these adjustments 510 66 443 Offshore 261 137 124 International1 214 - 125 Total 2,181 1,288 804 1 Excludes reserves was a reduction of our net loss from discontinued operations of $35 million. ~~161~~As ~~Bcfe~~of atDecember 31, ~~January 1~~2004, the overall effect ~~2004.~~ of these ~~Note: Figures~~ adjustments ~~may~~to ~~not~~ total ~~due~~stockholders’ ~~to rounding~~equity was a decrease of $1 million.

The 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 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.

On 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.

(c)

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. Beason
		Jeffrey I. Beason
		*Senior Vice President and Controller*
		*(Principal Accounting Officer)*

Dated: ~~February~~ 25 June 16, 2005

EXHIBIT INDEX

Exhibit Number		Description

99.A		Press Release dated June 15, 2005.

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