_______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
El Paso Energy Corporation
(Exact name of obligor as specified in its charter)
Delaware 76-0568816
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1001 Louisiana
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Senior Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York,
N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(b)Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement
of Eligibility.
1. A copy of the Articles of Association of the Trustee
as now in effect, including the Organization Certificate and
the Certificates of Amendment dated February 17, 1969, August
31, 1977, December 31, 1980, September 9, 1982, February 28,
1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form
T-1 filed in connection with Registration Statement No. 333-
06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee
to Commence Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust
powers being contained in the documents identified above as
Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration
Statement No. 333-76439, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b)
of the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all
in the City of New York and State of New York, on the 17th day
of October, 2000.
THE CHASE MANHATTAN BANK
By /s/ R. Lorenzen
----------------------
R. Lorenzen
Assistant Vice President
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement
of Eligibility.
1. A copy of the Articles of Association of the Trustee
as now in effect, including the Organization Certificate and
the Certificates of Amendment dated February 17, 1969, August
31, 1977, December 31, 1980, September 9, 1982, February 28,
1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form
T-1 filed in connection with Registration Statement No. 333-
06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee
to Commence Business (see Exhibit 2 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is
incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust
powers being contained in the documents identified above as
Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration
Statement No. 333-76439, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b)
of the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all
in the City of New York and State of New York, on the 17th day
of October, 2000.
THE CHASE MANHATTAN BANK
By: /s/ R. Lorenzen
_______________
R. Lorenzen
Assistant Vice President
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 2000, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
ASSETS Dollar Amounts
in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin.................................. $ 15,412
Interest-bearing balances.......................... 4,593
Securities:..........................................
Held to maturity
securities........................................... 613
Available for sale
securities........................................... 57,372
Federal funds sold and securities purchased under
agreements to resell............................... 29,490
Loans and lease financing receivables:
Loans and leases, net of unearned income.. $142,368
Less: Allowance for loan and lease losses. 2,227
Less: Allocated transfer risk reserve ..... 0
Loans and leases, net of unearned income, ------
allowance, and reserve ........................... 140,141
Trading Assets........................................ 48,079
Premises and fixed assets (including capitalized
leases)............................................... 3,447
Other real estate owned............................... 27
Investments in unconsolidated subsidiaries and
associated companies................................ 259
Customers' liability to this bank on acceptances
outstanding......................................... 676
Intangible assets..................................... 3,994
Other assets.......................................... 16,373
------
TOTAL ASSETS..........................................$320,476
=========
LIABILITIES
Deposits
In domestic offices............................... $103,433
Noninterest-bearing............................... $42,054
Interest-bearing ................................. 61,379
In foreign offices, Edge and Agreement
subsidiaries and IBF's............................ 92,486
Noninterest-bearing ...................... $5,683
Interest-bearing ...................... 86,803
Federal funds purchased and securities sold under agree-
ments to repurchase................................. 49,016
Demand notes issued to the U.S. Treasury............ 750
Trading liabilities................................. 32,878
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .... 4,298
With a remaining maturity of more than one year
through three years........................ 0
With a remaining maturity of more than three
years...................................... 97
Bank's liability on acceptances executed and outstanding 676
Subordinated notes and debentures................... 5,430
Other liabilities................................... 12,129
TOTAL LIABILITIES................................... 301,193
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock......................................... 1,211
Surplus (exclude all surplus related to preferred
stock).............................................. 11,066
Undivided profits and capital reserves............... 8,165
Net unrealized holding gains (losses)
on available-for-sale securities..................... (1,175)
Accumulated net gains (losses) on cash flow hedges... 0
Cumulative foreign currency translation adjustments.. 16
TOTAL EQUITY CAPITAL................................. 19,283
______
TOTAL LIABILITIES AND EQUITY CAPITAL................. $320,476
==========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of the Report of Condition (including the supporting
schedules) for this report date and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WILLIAM B. HARRISON, JR. )
JOHN R. STAFFORD )DIRECTORS
M. ANTHONY BURNS )
