FORM 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF
BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934,
Section 17(a) of the Public Utility
Holding Company Act of 1935
or Section 30(f) of the Investment
Company Act of 1940
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1. Name and Address of Reporting Person
The Coastal Corporation
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(Last) (First) (Middle)
Coastal Tower, Nine Greenway Plaza
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(Street)
Houston Texas 77046
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
1/17/00
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3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)
74-1734212
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4. Issuer Name and Ticker or Trading Symbol
El Paso Energy Corporation (Symbol NYSE: EPG)
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director
(X ) 10% Owner
( ) Officer (give title below)
( ) Other (specify title below)
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
___Form filed by More than One Reporting Person
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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|1. Title of Security|2. Amount of |3. Ownership |4. Nature of |
| (Instr. 4) | Securities | Form: Direct| Indirect |
| | Beneficially| (D) or | Beneficial |
| | Owned | Indirect (I)| Ownership |
| | (Instr. 4) | (Instr. 5) | (Instr. 5) |
|____________________|_______________|_______________|____________________|
[TYPE ENTRIES HERE]
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. Title of Derivative Security (Instr. 4)
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2. Date Exercisable and Expiration Date (Month/Day/Year)
(See attached) (See attached)
____________________ __________________
Date Exercisable Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
El Paso Energy Corporation
Common Stock, par value
$3.00 per share 35,080,566
__________________________ __________________________
Title Amount or Number of Shares
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4. Conversion or Exercise Price of Derivative Security
$37.80
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5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 5)
(D)
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
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EXPLANATION OF RESPONSES:
This Initial Statement of Beneficial Ownership on Form 3 (this "Form
3") is being filed by The Coastal Corporation, a Delaware corporation
("Coastal"). On January 17, 2000, Coastal and El Paso Energy Corporation,
a Delaware corporation ("El Paso"), and El Paso Merger Company, a Delaware
Corporation ("Merger Sub"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") providing for, among other things, the merger of
Merger Sub with and into Coastal. In connection with the Merger Agreement,
Coastal and El Paso entered into a Stock Option Agreement (the "Option
Agreement"), dated as of January 17, 2000, under which El Paso granted
Coastal an option (the "Option") to purchase up to 35,080,566 shares of
common stock, par value $3.00 per share, of El Paso (the "El Paso Shares")
subject to certain customary anti-dilution adjustments. Coastal may not
exercise the Option until the termination of the Merger Agreement and then
only under the circumstances set forth in the Option Agreement.
By reason of its execution of the Option Agreement, Coastal may be
deemed to have beneficial ownership of the El Paso Shares subject to the
Option and, accordingly, might be deemed to beneficially own 35,080,566 (or
approximately 14.9% of the outstanding El Paso Shares based upon the
235,440,039 El Paso Shares outstanding at the close of business on December
31, 1999 as provided in the Merger Agreement). Coastal expressly disclaims
any beneficial ownership of El Paso Shares which are purchasable by Coastal
upon exercise of the Option, on the grounds that the Option is not
presently exercisable and only becomes exercisable upon the occurrence of
the events referred to above. If the Option were exercised, Coastal would
have the sole right to vote and to dispose of the El Paso Shares issued as
a result of such exercise.
Neither the filing of this Form 3 nor any of its contents shall be
deemed to constitute an admission that Coastal is the beneficial owner of
El Paso Shares subject to the Option for purposes of Sections 13(d) or 16
of the Securities Exchange Act of 1934, as amended, or for any other
purpose and such beneficial ownership is expressly disclaimed. The
foregoing summary of the Option Agreement is qualified in its entirety by
reference to such agreement, which has been filed as an exhibit to
Coastal's Schedule 13D filed with respect to El Paso on the date hereof.
/s/ Austin M. O'Toole 1/26/00
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** SIGNATURE OF REPORTING PERSON DATE
AUSTIN M. O'TOOLE
SENIOR VICE PRESIDENT AND SECRETARY
THE COASTAL CORPORATION
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78ff(a).
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED. IF SPACE IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB NUMBER.
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