SecProbe.io

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December 16, 2004

via facsimile and U.S. mail

FAX 713-420-6603

Jeff Beason
Chief Accounting Officer
El Paso Corporation
El Paso Building
1001 Louisiana Street
Houston, TX  77002

RE:	El Paso Corporation
	2003 10-K SEC File No. 1-14365, filed 9-30-04
	8-K SEC File No. 1-14365 Filed 10-28-04, 8-23-04
	10-15-04 supplemental response

Dear Mr. Beason:

      We have reviewed your filing and have the following
engineering
comments.  Where indicated, we think you should revise your
document
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 supplemental 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.

      8-23-04 8-K

1. Our prior comment 7 noted that your year-end 2003 reserve
report
projected annual U.S. production of 880 MMCFE/day for 2004.  Your
response included a schedule of fields with significant 2004
production shortfalls.  The Gulf of Mexico region`s shortfall was
51
MMCFE/day of the total 65 MMCFE/day shortfall for your total
domestic
production.  The four individual GOM fields listed have a total of
27.8 MMCFE/day shortfall which leaves 23.2 MMCFE/day unaccounted.
This shortfall difference is larger than that for all the
remaining
areas - 14 MMCFE/day total for Onshore and Texas Gulf Coast.  If
you
have omitted a property (South Timablier 212?) from your schedule,
please furnish a correction.  If not, please explain why there is
such a large unaccounted volume.

2. We also asked that you "Address how you intend to
reverse/attenuate this apparent (11%/quarter) decline."  You
replied,
"...in June 2004, we announced a back-to-basics plan for our
production, business.  This plan emphasizes strict capital
discipline
designed to improve capital efficiency through the use of
standardized risk analysis, a heightened focus on cost control,
and a
rigorous process for booking proved natural gas and oil reserves.
This back-to-basics approach is expected to stabilize production
by
improving the production mix across our operating areas and
generate
more predictable returns."  This appears to be a verbatim
rendition
of the second-to-last paragraph on page 11 - UNREGULATED
BUSINESSES -
- PRODUCTION SEGMENT - of your 2003 Form 10-K.

a) Supplementally, address the internal controls you have in place
to
provide the conservatism in your reserve estimates that are
necessary
for the proved classification.  Discuss the procedures - e.g.
internal peer review - you have implemented to complement the
structural changes disclosed on pages 195-196

b) Supplementally, explain how you intend to improve your
production
mix.

3. On page 13 of the same (Form 10-K) section, you state, "The
accuracy of any reserve estimate is a function of the quality of
available data and of engineering and geological interpretations
and
judgment. As a result, estimates of different engineers often
vary."
We believe this statement requires amplification in the case of
proved reserves.  By definition, proved reserves are much more
likely
of recovery than not and should be conservatively estimated.  We
believe that competent engineers - with comparable experience and
information relating to the properties under investigation - who
are
apprised of this fact, will independently estimate proved reserve
volumes that are similar.  Supplementally, affirm to us that you
and
your third party engineers employ these views.  Address whether
your
"Improved training regarding SEC guidelines for booking proved
reserves" (page 196) encompasses these concepts.  If you are
unable
to affirm, support your position.

      10-28-04 8-K

4. We note your third quarter, 2004 U.S. production decline to 738
MMCFE/day from 801 MMCFE/day in the second quarter.
Supplementally,
discuss the principal drilling and production results that
contributed to this decrease.  Address your production enhancement
plans for the fourth quarter.

						10-K

Restatement Methodologies, page 100

5. We note your response 3.  Supplementally, with a view towards
possible disclosure, submit to us your restated proved reserves
for
1998 and 1999 with a summary of the "reserve over production
ratio"
calculations you used.

Net proved developed and undeveloped reserves, pages 187, 188

6. Supplementally, affirm to us that:

a) Your disclosed proved undeveloped reserves comply with Rule 4-
10(a)(4) of Regulation S-X which provides that proved undeveloped
oil
and gas reserves may be attributed to locations not offsetting
productive units only "where it can be demonstrated with certainty
that there is continuity of production from the existing
productive
formation (emphasis added)."  If you cannot so affirm, submit to
us
the engineering and geologic justification for any PUD reserves
you
have claimed which are not in legal, technically justified
locations
offsetting (adjacent to) productive wells.  Otherwise, delete such
volumes from your disclosed proved reserves.

b) You have not claimed any proved reserves that are in undrilled
fault blocks.

c) You have not claimed any proved reserves that are below the
lowest
known - penetrated and assessed - structural occurrence of
hydrocarbons.

d) You have complied with the requirements Financial Accounting
Standard 69, paragraph 30 and have not used hedged pricing,
"planning
prices" or other substitute for year-end pricing in your proved
reserve estimates or associated standardized measure.

Standardized Measure..., page 192

7. In our prior comment 6, we asked you to tell us your specific
corporate investment criteria that applied at year-end 2003.  Your
response did not specifically address this question.  We repeat
our
prior comment 6.

Employment Agreements, page 208

8. Here you state that your officers are eligible for a "target
bonus".  Amend your future documents to disclose whether you
compensate any of your employees on a basis that considers your
disclosed proved reserves or "reserve targets".  If so, discuss
the
significant details of these arrangements.

Closing Comments

      As appropriate, please amend your document 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 supplemental 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.

      Please direct questions regarding engineering issues and
related disclosures to Ronald Winfrey at (202) 942-1778.  In his
absence, please contact the undersigned at (202) 942-1900.

							Sincerely,

							H. Christopher Owings
							Assistant Director

cc:  Robyn Manuel/AD2
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El Paso Corporation
January 11, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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