SecProbe.io

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    G. Michael O’Leary
(713) 220.4360 Direct
(713) 238.7130 Fax
moleary@andrewskurth.com

August 16, 2005

VIA FACSIMILE TRANSMISSION

(202) 772-9204

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Howard M. Baik

    Frank Green

    H. Christopher Owings

    Re:

    El Paso Corporation

    Post-Effective Amendment No. 2 to Registration Statement on Form S-3

    Filed August 10, 2005

    File No. 333-82412

Gentlemen:

     Set forth below are the responses of the Company to the comment letters, dated August 12, 2005
(the “First Comment Letter”) and August 15, 2005 (the “Second Comment Letter” and
collectively with the First Comment Letter, the “Comment Letters”) that the Company
received from the staff of the Securities and Exchange Commission (the “Staff”) with
respect to the above-referenced filing. All page references are to the version of Post-Effective
Amendment No. 2 to Registration Statement on Form S-3. For your convenience, the comment provided
by the Staff has been included before the response in the order presented in the Comment Letters.

     As the Staff’s comment in the First Comment Letter and Comment No. 1 in the Second Comment
Letter are addressed in our first response, we have set forth below those Staff comments before our
response, which response is intended to address both comments.

Comment from First Comment Letter:

Notes to the Financial Statements, page F-1.

     1. We note the disclosure in the notes to your financial statements regarding your
subsidiary’s participation in the United Nation’s Oil for Food Program, including the fact that

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August 16, 2005

Page 2

your subsidiary received a subpoena from the U.S. District Court for the Southern District of
New York to produce records relating to transactions in Iraqi oil during the period from 1995-2003.
Based on this timeframe, it appears that your subsidiary operated in Iraq prior to the lifting of
U.S. economic sanctions against Iraq, and prior to the time the U.S. State Department removed Iraq
from the list of state sponsors of terrorism. If this is the case, please advise us of the
materiality to the company of your subsidiary’s operations in Iraq during that time period, and
give us your view as to whether those operations constitute a material investment risk for your
security holders In preparing your response, please consider that evaluations of materiality
should not be based solely on quantitative factors, but should include consideration of all
factors, including the potential impact of corporate activities upon a company’s reputation and
share value, that a reasonable investor would deem important in making an investment decision.

SEC Comment No. 1 from Second Comment Letter:

     We note your response to comment 1 in our letter dated August 12, 2005 in relation to
Coastal’s participation in the former United Nations Oil for Food Program. In your response, you
state that Coastal also purchased Iraqi oil for sale and trade with third parties, and that Coastal
or one or more of its subsidiaries entered into contracts with third parties to purchase Iraqi oil
that had been sold by the State Oil Marketing Organization. Please confirm that such purchases or
trades with third parties were made in compliance with the United Nations Oil for Food Program.

Response to SEC Comment from First Comment Letter and SEC Comment No. 1 from Second Comment Letter:

     The Coastal Corporation (n/k/a El Paso CGP Company), through one or more of its subsidiaries
(referred to as “Coastal”), purchased crude oil of Iraqi origin during the period from
December 1996 until April 2002. Such purchases were conducted pursuant to the Oil for Food Program
(“OFP”) administered by the United Nations. No other purchases of crude oil of Iraqi
origin were made by Coastal during periods in which U.S. economic sanctions were in effect against
Iraq. Effective January 29, 2001, Coastal was merged into a wholly owned subsidiary of El Paso
Corporation (collectively with its subsidiaries, “El Paso”), as a result of which Coastal
continued as a wholly owned subsidiary of El Paso (the “Merger”). Prior to the Merger,
none of El Paso or any of its subsidiaries conducted any operations in or business with Iraq.
After the Merger, El Paso’s only business activities with Iraq consisted of purchases of crude oil
of Iraqi origin pursuant to the OFP by one or more subsidiaries of Coastal.

     During the period from 1996 to 2002, Coastal’s purchases of crude oil of Iraqi origin were
largely for use as feedstock in its refineries located in Aruba and Corpus Christi, Texas. Coastal
also purchased crude oil of Iraqi origin for sale and trade with third parties. Coastal’s
purchases, made pursuant to the OFP, were governed by the Office of Foreign Assets Control of the
U.S. Government (“OFAC”) and the United Nations. In particular, Coastal obtained a license
from OFAC in 1996 which permitted it to deal directly with the UN 661 Committee or its designee and
to act pursuant to authorization that may be received from the 661 Committee or its

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August 16, 2005

Page 3

designee to purchase Iraqi-origin petroleum or petroleum products from the Government of Iraq.
Such purchases were subject to receipt of subsequent authorizations from the United Nations with
respect to each contract entered into to lift cargoes from Iraq under the OFP. During the period
from December 1996 through June 2000, Coastal entered into nine contracts with the State Oil
Marketing Organization (“SOMO). Coastal made twenty-eight liftings of Iraqi crude pursuant
to those contracts.

     In addition, during the period from February 1997 through April 2002, Coastal also entered
into contracts with third parties to purchase crude oil of Iraqi origin that had originally been
sold by SOMO. El Paso has identified approximately 100 such contracts. Pursuant to general
license promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury,
United States persons were authorized to deal in, and to import into the United States,
Iraqi-origin petroleum and petroleum products, the purchase and exportation from Iraq of which had
been authorized by the United Nations 661 Committee. Coastal is not aware of any instance in which
it purchased Iraqi-origin crude that had not previously been authorized by the United Nations 661
Committee for purchase and export from Iraq.

     The purchase of crude oil of Iraqi origin constituted a material portion of the crude oil
purchased for feedstock for Coastal’s refinery in Aruba throughout much of the period in which that
refinery used Iraqi crude under the OFP for its operations. Although it constituted a less
material portion of the crude oil used as feedstock in the Corpus Christi refinery, during certain
periods within the OFP, crude oil of Iraqi origin would have also constituted a material portion of
the crude oil used in that refinery. However, in relation to the total consolidated revenues of El
Paso, such purchases did not constitute in excess of 6.7% of El Paso’s consolidated revenues in any
of calendar years 1998 through 2002 (in fact, it was 6.7% of total consolidated revenues in 1999,
below 5% in 2000, below 4% in 2001, below 3% in 1998 and below 2% in 2002). Coastal engaged in the
OFP program and made purchases of Iraqi crude oil thereunder because it believed that the crude
represented a favorable source of feedstock for its operations and it was pursuant to a program
authorized by the US Government and the United Nations.

     Neither El Paso, Coastal or any of their subsidiaries is currently involved in the petroleum
refining and marketing business. Since April 2002, none of El Paso or any of its subsidiaries,
including Coastal, has purchased crude oil of Iraqi origin. El Paso has sold its interests in the
Aruba and Corpus Christi refineries. Finally, El Paso no longer purchases crude oil for marketing
purposes. Therefore, none of El Paso Corporation or any of its subsidiaries, including Coastal,
has any further involvement in either the purchase of Iraqi crude or the petroleum refining and
marketing business.

     El Paso believes that the operations and activities conducted with Iraq under the OFP do not
constitute a material investment risk to its security holders. This conclusion is based on our
evaluation of quantitative factors and qualitative factors, including the impact of those
activities and operations to our corporate reputation and share value, that a reasonable investor
would consider important in making an investment decision with respect to our securities. This
conclusion is subject to the uncertainty described in the following paragraph.

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August 16, 2005

Page 4

     As indicated in El Paso’s SEC filings, in September 2004, Coastal received a subpoena from the
United States grand jury sitting in the U.S. District Court for the Southern District of New York
to produce any and all documents relating to transactions in crude oil of Iraqi origin during the
period 1995-2003. In November 2004, we received an order from the SEC to provide a written
statement and to produce certain documents in connection with participation in the OFP. We have
also received additional requests for information and documents from the United States Senate
Permanent Subcommittee on Investigations and the House of Representatives Committee on
International Relations related to our participation in the OFP. We are cooperating with the grand
jury, the SEC, the Senate Subcommittee and the House Committee investigations into this matter.
The outcome of these investigations is uncertain. As a result, the costs and exposures to El Paso
and its subsidiaries (including potential adverse effects on El Paso’s reputation and share value),
associated with these investigations and arising from Coastal’s participation in the OFP are not
currently determinable.

SEC Comment No. 2 from Second Comment Letter:

     We also note your belief that Coastal’s purchases of Iraqi oil do not pose a material
investment risk to shareholders based on both a quantitative and qualitative evaluation, and the
implication in your response that those purchases were not otherwise material to the company based
on qualitative factors. To assist us in assessing your response concerning the materiality of
Coastal’s purchases of Iraqi oil, please promptly provide the information currently omitted from
your draft response regarding the percentage of revenues those purchases constituted and discuss
for us your evaluation of the impact of Coastal’s purchases of Iraqi oil on your reputation and
share value.

Response to SEC Comment No. 2 from Second Comment Letter:

     Our conclusion (contained in the penultimate paragraph of our response set forth above) that
Coastal’s purchases of crude oil of Iraqi origin pursuant to the OFP do not pose a material
investment risk to our shareholders is based upon our evaluation of the following:

    •

    based on El Paso’s consolidated historical financial information, purchases of crude
oil of Iraqi origin ranged up to 6.7% of revenues in 1999 (over 6 full fiscal years
ago), below 5% in calendar year 2000, below 4% in 2001, below 3% in 1998 and below 2%
in 2002 (consolidated figures for 1996 and 1997 are not available as EITF 02-03 was not
adopted until 2002 and El Paso did not have to adjust those years for same as they fell
before the 5-year selected financial statement period when that rule took effect );

    •

    none of El Paso, Coastal or any of their subsidiaries has conducted operations in
Iraq or involving crude oil of Iraqi origin since April 2002;

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August 16, 2005

Page 5

    •

    all purchases of crude oil of Iraqi origin were effected in all material respects in
accordance with the rules and regulations of the OFP, a program sanctioned and promoted
by the U.S. Government, the United Nations and OFAC; and

    •

    we believe that in the context of the purchases under review, our corporate
reputation remains intact since we participated in a program sponsored and promoted at
the time by the U.S. Government and the United Nations and we were able to access
feedstock for our business operations on acceptance terms in accordance with such a
government sponsored activity.

SEC Comment No. 3 from Second Comment Letter:

     To the extent known, describe for us the range of potential penalties or liabilities you may
face as a result of Coastal’s participation in the United Nations Oil for Food Program. In light
of the potential costs and exposures to you and your subsidiaries associated with the
investigations resulting from Coastal’s participation in the United Nations Oil for Food Program,
including potential adverse effects on the company’s reputation and share value, it appears that it
would be appropriate for the registration statement to include a risk factor regarding this matter.
This risk factor should at least include the information regarding this matter set forth on page
F-24 of the registration statement and the information set forth on page 27 of the company’s Form
10-Q for the fiscal quarter ended June 30, 2004.

Response to SEC Comment No. 3 from Second Comment Letter:

     We are not able to assess with any degree of accuracy the range of potential penalties or
liabilities that may be assessed as a result of Coastal’s participation in the OFP. The ultimate
outcome of any such governmental investigation is uncertain, at best. We believe this situation to
be particularly uncertain since we believe that it has become a focus with perceived political
implications since it involves a country that is currently the focus of substantial domestic and
international debate. As our disclosures on pages F-22 to F-24 of our prospectus reflect, we are
currently involved in several governmental proceedings the ultimate outcome of which are equally as
uncertain as the ultimate resolution of the investigations involving Coastal’s participation in the
OFP. As a result, we propose in response to this comment to include the disclosure attached as
Rider A as an additional risk factor in the prospectus under the caption entitled “Risk
Factors—Risks Related to Legal and Regulatory Matters.”

     If acceptable to you, we would propose to undertake to include the disclosure in the final
prospectus filed pursuant to Rule 424(b) in order that we could be declared effective on August 16,
the settlement date for our equity security units (holders of the equity security are to be issued
the shares of common stock being registered on the registration statement (Commission File No.
333-82412) pursuant to a purchase contract that under its terms is required to be settled on August
16).

Securities and Exchange Commission

August 16, 2005

Page 6

Company Acknowledgements:

     In addition, as requested in the Comment Letter on behalf of the Company we acknowledge the
following:

    •

    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.

    •

    The acknowledgments required to be submitted in connection with the company’s
request for acceleration have been included in the acceleration request previously
submitted to the Staff. If a new acceleration request is required, the
acknowledgements will also be included therein.

     If you have any questions or comments, please call G. Michael O’Leary of Andrews Kurth LLP at
(713) 220-4360.

    Sincerely,

/s/  G. Michael O’Leary

G. Michael O’Leary

01198:sfme

    cc:

    Mr. Robert W. Baker (El Paso Corporation)

Mr. John Hopper (El Paso Corporation)

Mr. Kelly J. Jameson (El Pa