8-K

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:
March 29, 2005

(Date of Earliest Event Reported: March 24, 2005)

EL PASO CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		76-0568816
(State or other jurisdiction of	1-14365	(I.R.S. Employer
incorporation or organization)	(Commission File Number)	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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

TABLE OF CONTENTS

Operating Statistics

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

      On March 24, 2005, the Audit Committee of our Board of Directors concluded that previously issued financial statements for the fiscal years ended December 31, 2002 and 2003 should no longer be relied upon because of an error in those financial statements.

      During the completion of the financial statements for the year ended December 31, 2004, we identified an error in the manner in which we had originally adopted the provisions of SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, in 2002. Upon adoption of these standards, we incorrectly adjusted the cost of investments in unconsolidated affiliates and the cumulative effect of change in accounting principle for the excess of our share of the affiliates fair value of the net assets over their original cost, which we believed was negative goodwill. The amount originally recorded as a cumulative effect of accounting change was $154 million and related to our investments in Citrus Corporation, Portland Natural Gas, several Australian investments and an investment in the Korea Independent Energy Corporation. We subsequently determined that the amounts we adjusted were not negative goodwill, but rather amounts that should have been allocated to the long-lived assets underlying our investments. As a result, we were required to restate our 2002 financial statements to reverse the amount we recorded as a cumulative effect of an accounting change on January 1, 2002. This adjustment also impacted a deferred tax adjustment and an unrealized loss we recorded on our Australian investments during 2002, requiring a further restatement of that year. The restatements also affected the investment, deferred tax liability and stockholders’ equity balances we reported as of December 31, 2002 and 2003.

      The Audit Committee of our Board of Directors and certain authorized officers have discussed the matters described above with PricewaterhouseCoopers LLP, our independent accountant.

Item 8.01 Other Information

     On March 28, 2005, we announced that we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and that we had restated certain prior period financial statements. Included in that Form 10-K was our assessment of internal control over financial reporting in which we reported that we did not maintain effective internal control over financial reporting as of December 31, 2004. A copy of our press release is attached as Exhibit 99.A.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

Exhibit
Number	Description
99.A	Press Release dated March 28, 2005.

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 CORPORATION
By:	/s/ Jeffrey I. Beason
	Jeffrey I. Beason
	Senior Vice President and Controller
	(Principal Accounting Officer)

Dated: March 29, 2005

Exhibit Index

Exhibit
Number	Description
99.A	Press Release dated March 28, 2005.

EX-99.A

News
For Immediate Release

El Paso Corporation Files 2004 Form 10-K; Restates 2002 Earnings and Revises 2004 Earnings Release

HOUSTON, TEXAS, March 28, 2005—El Paso Corporation (NYSE:EP) announced today it has filed its 2004 Form 10-K with the SEC and has restated its 2002 financial results. The Form 10-K is available on the company’s Web site, www.elpaso.com, on the Investors main page under El Paso Corporation Financial Filings and in the SEC Filings section.

As previously reported, during the completion of El Paso’s financial statements for the year ended December 31, 2004, the company identified a potential error related to the manner in which it originally adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets in 2002. The potential error related to accounting for investments in certain unconsolidated affiliates acquired before July 1, 2001, where the fair value of these investments was greater than their original cost or acquisition price. As El Paso disclosed in its prior SEC filings, when the company originally adopted the new accounting standards in 2002, El Paso wrote off what it believed to be unallocated negative goodwill totaling $154 million as a cumulative effect of accounting change.

Impact on Prior Periods

Upon further review, El Paso has now determined that these amounts were not negative goodwill but rather amounts that should have been allocated to the long-lived assets of the underlying investments. As a result, El Paso restated its 2002 financial statements to reverse the cumulative effect amount of $154 million and further reflect the impact on unrealized losses and a related tax adjustment the company recorded on these investments in 2002. This change had no effect on the company’s reported cash flows for any period.

Impact on 2004

Following the 2002 restatement and final closing adjustments, the financial results reported earlier this month should be adjusted as follows for the fourth quarter of 2004 and for year end 2004:

	Three months ended						Twelve months ended
	December 31, 2004						December 31, 2004
	3/16/05						3/16/05
($ in millions, except per share amounts)	Release			Reported			Release			Reported
Net loss	$	(620	)	$	(544	)	$	(1,024	)	$	(948	)
Discontinued operations, net of income taxes		4			4			(146	)		(146	)
Loss from continuing operations	$	(624	)	$	(548	)	$	(878	)	$	(802	)
Loss per share — diluted	$	(0.97	)	$	(0.85	)	$	(1.60	)	$	(1.48	)
Discontinued operations per share		0.01			0.01			(0.23	)		(0.23	)
Loss from continuing operations per share — diluted	$	(0.98	)	$	(0.86	)	$	(1.37	)	$	(1.25	)

Restated detailed operating statistics for each of El Paso’s businesses, updated for the foregoing matters, will be posted at www.elpaso.com in the Investors section.

El Paso Corporation provides natural gas and related energy products in a safe, efficient, dependable manner. The company owns North America’s largest natural gas pipeline system and one of North America’s largest independent natural gas producers. For more information, visit www.elpaso.com.

Cautionary Statement Regarding Forward-Looking Statements

This release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The company has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, including, without limitation, changes in unaudited and/or unreviewed financial information; our ability to implement and achieve our objectives in the long-range plan, including achieving our debt-reduction targets; changes in reserve estimates based upon internal and third-party reserve analyses; our ability to meet production volume targets in our Production segment; uncertainties and potential consequences associated with the outcome of governmental investigations, including, without limitation, those related to the reserve revisions and natural gas hedge transactions; outcome of litigation, including shareholder derivative and class actions related to reserve revisions and restatements; our ability to comply with the covenants in our various financing documents; our ability to obtain necessary governmental approvals for proposed pipeline projects and our ability to successfully construct and operate such projects; the risks associated with recontracting of transportation commitments by our pipelines; regulatory uncertainties associated with pipeline rate cases; actions by the credit rating agencies; the successful close of our financing transactions; our ability to successfully exit the energy trading business; our ability to close our announced asset sales on a timely basis; changes in commodity prices for oil, natural gas, and power; inability to realize anticipated synergies and cost savings associated with restructurings and divestitures on a timely basis; general economic and weather conditions in geographic regions or markets served by the company and its affiliates, or where operations of the company and its affiliates are located; the uncertainties associated with governmental regulation; political and currency risks associated with international operations of the company and its affiliates; competition; and other factors described in the company’s (and its affiliates’) Securities and Exchange Commission filings. While the company makes these statements and projections in good faith, neither

the company nor its management can guarantee that anticipated future results will be achieved. Reference must be made to those filings for additional important factors that may affect actual results. The company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the company, whether as a result of new information, future events, or otherwise.

Contacts

Investor and Public Relations

Bruce L. Connery, Vice President
Office: (713) 420-5855
Fax: (713) 420-4417

Media Relations
Chris Jones, Manager
Office: (713) 420-4136
Fax: (713) 420-4417