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: May 29, 2007

EL PASO EXPLORATION & PRODUCTION COMPANY

(Exact name of Registrant as specified in its charter)

Delaware		33-106586		76-0637534
(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:

ྑ 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-2(b))

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

Item 7.01 Regulation FD Disclosure.

On May 29, 2007, we announced that we have commenced a cash tender offer and a related consent solicitation for our outstanding 7¾ Senior Notes due 2013. A copy of the press release announcing the tender offer and consent solicitation is attached as Exhibit 99.A.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description

99.A		Press Release dated May 29, 2007.

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 EXPLORATION & PRODUCTION COMPANY



	By:	/s/Dane E. Whitehead
		Dane E. Whitehead
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

Dated: May 29, 2007

EXHIBIT INDEX

Exhibit Number		Description

99.A		Press Release dated May 29, 2007.

EL PASO EXPLORATION & PRODUCTION CO 8-K