On February 4, 2009, El Paso Corporation ("the Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule I thereto (the "Underwriters" and each an "Underwriter"), in connection with a public offering (the "Offering") of $500 million of 8.250% Senior Notes due 2016. A copy of the Underwriting Agreement is filed with this report as Exhibit 1.A and is incorporated herein by reference. The offer and sale of the notes to be sold in the Offering have been registered under the Securities Act of 1933, as amended (the "Securities Act"), under the Company's shelf registration statement on Form S-3 (File No. 333-134406). The closing of the Offering is expected to occur on February 9, 2009, subject to satisfaction of customary closing conditions.

Under the terms of the Underwriting Agreement, the Company has agreed to indemnify each Underwriter against certain liabilities, including liabilities under the Securities Act and liabilities arising from any untrue statement of a material fact related to the Company contained in the Company's registration statement, the basic prospectus, any preliminary prospectus, any issuer free writing prospectus, the final prospectus or any prospectus supplement or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.

The Company expects the net proceeds from the Offering to be approximately $472.5 million. El Paso plans to use the net proceeds of the Offering, together with the $438 million of net proceeds from the Company's December 2008 offering of 12.000% notes, for general corporate purposes, including the repayment of debt maturing during 2009. 2009 maturities include approximately $539 million of the Company's 7.125% notes due May 6, 2009 and $413 million of the Company's 6.75% notes due May 15, 2009. The Company repaid $112 million aggregate principal amount of the Company's 6.375% notes due February 1, 2009.

Neither this Current Report on Form 8-K, nor the press release included as an exhibit hereto, constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Offering is being made only by means of a prospectus and related prospectus supplement.

On February 4, 2009, we issued a press release announcing the pricing of the Offering. A copy of such press release is included as Exhibit 99.A to this Current Report on Form 8-K and is incorporated herein by this reference.

In addition, in connection with the Offering, the Company is filing certain exhibits as part of this Current Report on Form 8-K that are to be incorporated by reference into the Company's Registration Statement on Form S-3 (File No. 333-134406).

(d) Exhibits.

               Exhibit
               Number                    Description

                 1.A      Underwriting Agreement, dated as of
                          February 4, 2009 by and among El Paso
                          Corporation and Morgan Stanley & Co.
                          Incorporated, Citigroup Global Markets
                          Inc., Deutsche Bank Securities Inc. and
                          J.P. Morgan Securities Inc., as
                          representatives of the several
                          underwriters named in Schedule I
                          thereto.
                 5.A      Opinion of Bracewell & Giuliani LLP.
                 8.A      Opinion of Bracewell & Giuliani LLP re
                          tax matters (Included in Prospectus
                          Supplement filed on February 4, 2009
                          pursuant to Rule 424(b) under the
                          heading "Material U.S. Federal Income
                          Tax Consequences").
                23.A      Consent of Bracewell & Giuliani LLP
                          (Included in 5.A).
                99.A      Press Release dated February 4, 2009.