SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								July 8, 2005

Greg G. Gruber
Senior Vice President, Chief Financial Officer, Treasurer and
Director
Colorado Interstate Gas Company
El Paso Building
1001 Louisiana Street
Houston, Texas 77002

		Re:	Colorado Interstate Gas Company
			Registration Statement on Form S-4
			Filed on June 10, 2005
			File No. 333-125728
			Form 10-K for Fiscal Year Ended December 31, 2004
			Filed on March 29, 2005
			Form 10-Q for Fiscal Quarter ended March 31, 2005
			Filed on May 11, 2005
			File No. 1-4874

Dear Mr. Gruber:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.
After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4 Filed

1. To the extent our comments direct you to revise your Form S-4,
please similarly revise your Form 10-K for the fiscal year ended
December 31, 2004 and Form 10-Q for the quarter ended March 31,
2005,
as applicable.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 20

Results of Operations, page 20

2. The measure you call "EBIT" appears to exclude certain
recurring
income items and charges included in the determination of income
from
continuing operations determined in accordance with GAAP.
Accordingly, we believe your use of the measure you call "EBIT" is
subject to the disclosure requirements and prohibitions of Item
10(e)
of Regulation S-K and questions 8, 14 and 15 of the staff`s
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures (FAQ) issued June 13, 2003.  Please explain for us how
you
justify the use of the measure you call "EBIT" with reference to
the
guidance in Question 8 of the FAQ.  If you believe your use of the
measure you call "EBIT" is supportable, please revise your filing
to
provide all required disclosures.  We assume that would require,
at a
minimum:

* A statement that "EBIT" is a non-GAAP measure;
* Use of a more descriptive title of the measure you call "EBIT"
consistent with Question 14 of the FAQ;
* A discussion, with equal or greater prominence, of the most
directly comparable earnings figure determined in accordance with
GAAP. Refer to Question 15 of the FAQ for guidance; and
* All disclosures required by Question 8 of the FAQ.

Environmental Matters, page 27

3. During the first quarter of fiscal 2005 you recorded an
addition
to the environmental reserve of $4 million, which appears to be
material to your operating income and change in operating income
for
the quarter.  Tell us more about the increase in the reserve and
why
you believe that additional disclosure in MD&A is not required.

4. With regard to environmental matters, you disclose that you
believe your reserves are adequate despite uncertainties relating
to
the ultimate costs you may incur. A statement that your reserves
are
adequate does not satisfy the requirements of SFAS 5 if there is a
least a reasonable possibility that a loss exceeding amounts
already
recognized may have been incurred and the amount of that
additional
loss would be material to a decision to buy or sell your
securities.
In that case, you must either (a) disclose the estimated
additional
loss, or range of loss, that is reasonably possible or (b) state
that
such an estimate cannot be made.  Refer to Questions 2 and 3 of
SAB
Topic 5Y.  Please revise your disclosure here, and in the notes to
your financial statements, to address whether you believe that
there
are reasonably possible material additional losses with regard to
environmental matters.

Contractual Obligations, page 28

5. Please revise your contractual obligations table to include
estimated interest payments on your debt.  Because the table is
aimed
at increasing transparency of cash flow, we believe interest
payments
should be included in the table.  If you choose not to include
these
payments, a footnote to the table should clearly identify the
excluded item and provide any additional information that is
material
to an understanding of your cash requirements.  See Section IV.A
and
footnote 46 to the Commission`s MD&A Guidance issued December 19,
2003 available at www.sec.gov.

Consolidated Statements of Income and Comprehensive Income, page
F-2

6. Given your prior accounting treatment of the discontinuance of
SFAS 71, please explain your basis under GAAP for classifying the
gain upon reapplication of SFAS 71 as a component of other income,
rather than as an extraordinary item.  In this regard we note that
the reason for the reapplication of SFAS 71 appears to be due to
economic, rather than legislative, factors.  Please tell us how
you
determined that reapplication of SFAS 71 for economic reasons does
not satisfy the criteria in APB 30 to be recognized as an
extraordinary item.

Evaluation of Disclosure Controls and Procedures, Page F-22

7. Please amend to describe the additional procedures performed,
due
to the material weakness discovered, to ensure that your financial
statements as of and for the year ended December 31, 2004, were
fairly presented in all material respects in accordance with
generally accepted accounting principles.  Also amend your Form
10-K
for the fiscal year ended December 31, 2004 and Form 10-Q for the
quarter ended March 31, 2005, as applicable.

    As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

    We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

    We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

    We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Ta Tanisha Henderson, Staff Accountant, at
(202)
551-3322, or me, at (202) 551-3843, if you have questions
regarding
comments on the financial statements and related matters.  Please
contact Matt Benson, Staff Attorney, at (202) 551-3335 with any
other
questions.

									Sincerely,

										George F.
Ohsiek,
Jr.
									Branch Chief

??

??

??

??

Mr. Greg Gruber
Colorado Interstate Gas Company
July 8, 2005
Page 5

</TEXT>
</DOCUMENT>