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: October 18, 2000
(Date of Earliest Event Reported: October 5, 2000)
EL PASO ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-14365 76-0568816
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) Number)
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 420-2131
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
El Paso Energy Corporation (the "Registrant) is filing
herewith the following exhibits in connection with the offering
of medium term notes pursuant to its Registration Statement on
Form S-3 (No. 333-86049) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as described in the
Prospectus dated December 3, 1999, the Prospectus Supplement dated
December 14, 1999 and Pricing Supplement dated October 5, 2000 filed
with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933:
1.1 Restated Distribution Agreement dated October 5, 2000
between the Registrant, Banc of America Securities LLC,
ABN AMRO Incorporated and Chase Securities Inc.
1.2 Terms Agreement dated October 5, 2000 between the Registant,
Banc of america Securities LLC, ABN AMRO Incoporated and
Chase Securities INc.
1.3 Calculation Agent Agreement dated October 5, 2000 between
the Registrant and The Chase Manhattan Bank.
4.1 Indenture dated as of May 10, 1999, by and between the
Registrant and The Chase Manhattan Bank, as Trustee (incorporated
by reference to Exhibit 4.1 to the Registrant's Form 8-K,
dated May 10, 1999).
4.2 Form of 8.050% Medium Term Senior Note.
5.1 Opinion and consent of Andrews & Kurth L.L.P.
regarding the legality of the securities.
8.1 Opinion and consent of Andrews & Kurth L.L.P. with
respect to certain federal income tax matters.
12.1 Statement of Computation of Ratios.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
25 Form T-1 Statement of Eligibility of Trustee.
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 hereunto duly authorized.
By: /s/ Jeffrey I. Beason
_______________________________
Jeffrey I. Beason
Senior Vice President and Controller
(Chief Accounting Officer)
Dated: October 18, 2000
EXHIBIT INDEX
Exhibit Description
No.
1.1 Restated Distribution Agreement dated October 5, 2000
between the Registrant, Banc of America Securities
LLC, ABN AMRO Incorporated and Chase Securities Inc.
1.2 Terms Agreement dated October 5, 2000 between the Registrant,
Banc of America Securities LLC, ABN AMRO Incoporated and
Chase Securities Inc.
1.3 Calculation Agent Agreement dated October 5, 2000
between the Registrant and The Chase Manhattan Bank.
4.1 Indenture dated as of May 10, 1999, by and between
the Registrant and The Chase Manhattan Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to
the Registrant's Form 8-K,dated May 10, 1999).
4.2 Form of 8.050% Medium Term Senior Note.
5.1 Opinion and consent of Andrews & Kurth L.L.P.
regarding the legality of the securities.
8.1 Opinion and consent of Andrews & Kurth L.L.P. with
respect to certain federal income tax matters.
12.1 Statement of Computation of Ratios.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
25 Form T-1 Statement of Eligibility of Trustee.
