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: August 23, 2004
(Date of Earliest Event Reported: August 23, 2004)

EL PASO CGP COMPANY

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 1-7176
(Commission File Number) 74-1734212
(I.R.S. Employer
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

	Item 8.01  Other Events
	Item 9.01  Financial Statements and Exhibits
SIGNATURES
Press Release dated August 23, 2004
Ex-99.B

Item 8.01  Other Events

     On August 23, 2004, El Paso Corporation, our parent company, provided a progress report on its long-range plan, financial and operational information for the second quarter of 2004, and an update on the status of the filing of our 2003 Form 10-K and first and second quarter 2004 Form 10-Qs, including information related to us. The financial information provided for the quarter and six months ended June 30, 2004 has not been reviewed by our independent auditor. This financial information remains subject to further review by us and our independent auditor and, therefore, is subject to change. A copy of the press release is attached as Exhibit 99.A and a copy of the related slide presentation is attached as Exhibit 99.B.

Item 9.01  Financial Statements and Exhibits

(c)    Exhibits.

Exhibit Number	Description
99.A	Press Release dated August 23, 2004.
99.B	Slide Presentation dated August 23, 2004.

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

Dated: August 23, 2004

EXHIBIT INDEX

Exhibit Number	Description
99.A	Press Release dated August 23, 2004.
99.B	Slide Presentation dated August 23, 2004.