October 22, 2003
via EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Division of Corporation Finance
Re: El Paso Corporation
Application for Withdrawal of Registration Statement on Form S-3,
File Number: 333-105958
Filing Date: June 9, 2003
Pursuant to Rule 477 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Securities
Act"), El Paso Corporation (the "Company") hereby requests
withdrawal of the Company's Registration Statement on Form S-3
(File Number 333-105958) (the "Registration Statement").
The Company filed the Registration Statement to register
1,739,264 shares of Company common stock that were issued and
contributed to the El Paso Corporation Benefits Protection Trust
(the "Trust"). The Registration Statement was filed at the
request of the trustee (the "Trustee") of the Trust during a
Threatened Change in Control Period (as defined). The Threatened
Change in Control Period has ended and the Trustee has agreed
that the Registration Statement may be withdrawn.
No securities have been sold pursuant to the Registration
Statement. The Registration Statement has not been declared
effective by the Securities and Exchange Commission.
Please provide me with a facsimile copy (fax number (713)
420-4099) of the order consenting to the withdrawal of the
Registration Statement as soon as it is available. Please
contact me at (713) 420-6195 or Laura McBurnett of Locke Liddell
& Sapp LLP at (713) 226-1316 if you have any questions or
comments.
Sincerely,
/s/ David L. Siddall
--------------------------
David L. Siddall
Vice President
Chief Governance Officer and
Corporate Secretary
cc: Laura McBurnett (via facsimile)
Locke Liddell & Sapp LLP