EXHIBIT 4.B.2


                    CERTIFICATE OF ELIMINATION AND RETIREMENT
                                       OF
                                 PREFERRED STOCK
                                       OF
                               EL PASO CORPORATION

         (PURSUANT TO SECTION 243 OF THE GENERAL CORPORATION LAW OF THE
                               STATE OF DELAWARE)



         El Paso Corporation, a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"),
certifies as follows:

                  FIRST: The Corporation's Restated Certificate of
         Incorporation, by a Certificate of Designation (as modified by a
         Certificate of Elimination and Retirement), authorizes the issuance of
         40,000 shares of Series B Mandatorily Convertible Single Reset
         Preferred Stock ("Series B Preferred Stock"), each of the foregoing
         shares with par value $.01 per share.

                  SECOND: The Corporation has acquired, and a duly constituted
         committee of the Board of Directors of the Corporation has retired, all
         of the authorized shares of the Series B Preferred Stock.

                  THIRD: The Restated Certificate of Incorporation of the
         Corporation prohibits the reissue of shares of Series B Preferred Stock
         purchased or otherwise acquired by the Corporation as shares of the
         series to which they were originally designated.

                  FOURTH: Pursuant to the provisions of Section 243 of the
         General Corporation Law of the State of Delaware, the 40,000 shares of
         Series B Preferred Stock are hereby retired, all references to Series B
         Preferred Stock in the Restated Certificate of Incorporation are hereby
         eliminated, and the 40,000 shares of Series B Preferred Stock are
         hereby returned to the status of authorized but unissued shares of the
         Preferred Stock of the Corporation undesignated as to series.

         IN WITNESS WHEREOF, El Paso Corporation has caused this certificate to
be signed by its duly authorized officer this 30th day of January 2003.



                                        EL PASO CORPORATION




                                        By:  /s/ David L. Siddall
                                           --------------------------------
                                           David L. Siddall, Vice President