UNITEDTable STATESof SECURITIES AND EXCHANGE COMMISSIONContents

~~Washington, D.C.~~UNITED ~~20549~~STATES SECURITIES AND EXCHANGE COMMISSION

~~________________~~Washington, D.C. 20549

Form 10-Q

(Mark One)
R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2011
	OR
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

(Mark One)

~~Commission~~þ ~~File~~QUARTERLY ~~Number~~REPORT ~~1-2700~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~________________~~For the quarterly period ended June 30, 2011

~~El Paso Natural Gas Company~~OR

~~(Exact~~o ~~Name~~TRANSITION ofREPORT ~~Registrant~~PURSUANT asTO ~~Specified~~SECTION in13 ~~Its~~OR ~~Charter~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware	74-0608280
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
El Paso Building
1001 Louisiana Street Houston, Texas	77002
(Address of Principal Executive Offices)	(Zip Code)

For the transition period from to

~~Telephone~~ Commission File Number: ~~(713) 420~~1-~~2600~~2700

~~Indicate~~El byPaso ~~check~~Natural ~~mark~~Gas whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £Company

~~Indicate~~ (Exact byName ~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405~~ of ~~Regulation~~Registrant ~~S-T~~as ~~during~~Specified ~~the~~in ~~preceding~~Its ~~12 months (or for such shorter period that the registrant was required to submit and post such files~~Charter)~~. Yes £ No £~~

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Delaware (State or Other Jurisdiction of Incorporation or Organization)		74-0608280 (I.R.S. Employer Identification No.)

El Paso Building 1001 Louisiana Street Houston, Texas (Address of Principal Executive Offices)		77002 (Zip Code)

~~Large~~Telephone ~~accelerated~~Number: ~~filer~~(713) ~~£ Accelerated filer £ Non~~420-~~accelerated filer R Smaller reporting company £~~2600

~~(Do~~ Indicate ~~not~~by check ifmark awhether ~~smaller~~the ~~reporting~~registrant ~~company~~(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant ishas asubmitted ~~shell~~electronically ~~company~~and ~~(as~~posted ~~defined~~on inits corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ~~12b~~of Regulation S-2T ofduring the ~~Exchange~~preceding ~~Act~~12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ þ No R o

Indicate by check mark whether the ~~number~~registrant ofis ~~shares~~a ~~outstanding~~large ofaccelerated ~~each~~filer, ofan ~~the~~accelerated filer, ~~issuer’s~~a ~~classes~~non-accelerated filer, or a smaller reporting company. See the definitions of ~~common~~“large accelerated ~~stock~~filer,” as“accelerated offiler” ~~the~~and ~~latest~~“smaller ~~practicable~~reporting ~~date~~company” in Rule 12b-2 of the Exchange Act.

~~Common~~Large ~~stock,~~accelerated ~~par~~filer ~~value~~o $1Accelerated ~~per~~filer ~~share.~~o ~~Shares~~Non-accelerated ~~outstanding~~filer onþ ~~May 6,~~(Do ~~2011:~~not ~~1,000~~check if a smaller reporting company) Smaller reporting company o

~~EL PASO~~ Indicate ~~NATURAL~~by ~~GAS~~check ~~COMPANY~~mark ~~MEETS~~whether ~~THE~~the ~~CONDITIONS~~registrant OFis ~~GENERAL INSTRUCTION H(1)(~~a) ~~AND~~shell company (b)as TOdefined ~~FORM 10~~in Rule 12b-Q2 ~~AND~~of ISthe ~~THEREFORE~~Exchange ~~FILING~~Act). ~~THIS~~Yes ~~REPORT~~o ~~WITH~~No ~~A REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.~~þ

EL Indicate ~~PASO~~the ~~NATURAL~~number ~~GAS~~of ~~COMPANY~~shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

~~TABLE~~ Common OFstock, ~~CONTENTS~~par value $1 per share. Shares outstanding on August 4, 2011: 1,000

	Caption	Page
	PART I — Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	*
Item 4.	Controls and Procedures	12
	PART II — Other Information
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	*
Item 3.	Defaults Upon Senior Securities	*
Item 4.	(Removed and Reserved)	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
	Signatures	15

EL PASO NATURAL GAS COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTION H(1)(a) AND (b) TO FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.

~~____________~~EL PASO NATURAL GAS COMPANY

*TABLE WeOF ~~have not included a response to this item in this document since no response is required pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.~~CONTENTS

Below is a list of terms that are common to our industry and used throughout this document: /d = per day BBtu = billion British thermal units When we refer to “us”, “we”, “our” or “ours”, we are describing El Paso Natural Gas Company and/or our subsidiaries.


Caption	Page

PART I — Financial Information
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3. Quantitative and Qualitative Disclosures About Market Risk		*
Item 4. Controls and Procedures		12

PART II — Other Information
Item 1. Legal Proceedings		13
Item 1A. Risk Factors		13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		*
Item 3. Defaults Upon Senior Securities		*
Item 4. (Removed and Reserved)		13
Item 5. Other Information		13
Item 6. Exhibits		14
Signatures		15


^*		We have not included a response to this item in this document since no response is required pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.
EX-31.A
EX-31.B
EX-32.A
EX-32.B
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

~~Table~~ Below is a list of ~~Contents~~terms that are common to our industry and used throughout this document:

~~PART~~ /d ~~I — FINANCIAL~~= ~~INFORMATION~~per day BBtu = billion British thermal units

~~Item 1. Financial~~ When ~~Statements~~we refer to “us,” “we,” “our,” or “ours,” we are describing El Paso Natural Gas Company and/or our subsidiaries.

~~EL PASO NATURAL GAS COMPANY~~i

CONDENSEDTable CONSOLIDATEDof STATEMENTS OF INCOMEContents

~~(In millions)~~PART I — FINANCIAL INFORMATION

~~(Unaudited)~~Item 1. Financial Statements

	Quarter Ended March 31,
	2011			2010
Operating revenues	$	124		$	145
Operating expenses
Operation and maintenance		46			44
Depreciation and amortization		23			21
Taxes, other than income taxes		8			8
		77			73
Operating income		47			72
Other income (expense), net		1			(1	)
Interest and debt expense		(22	)		(23	)
Affiliated interest income, net		3			4
Income before income taxes		29			52
Income tax expense		11			20
Net income	$	18		$	32

EL PASO NATURAL GAS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions)
(Unaudited)

See accompanying notes.


	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Operating revenues	$	123		$	126		$	247		$	271


Operating expenses
Operation and maintenance		50			47			96			91
Depreciation and amortization		18			22			41			43
Taxes, other than income taxes		7			8			15			16

		75			77			152			150

Operating income		48			49			95			121
Other income, net		—			2			1			1
Interest and debt expense		(22	)		(24	)		(44	)		(47	)
Affiliated interest income, net		3			4			6			8

Income before income taxes		29			31			58			83
Income tax expense		11			12			22			32

Net income	$	18		$	19		$	36		$	51

1See accompanying notes.

~~Table of Contents~~1

ELTable PASOof NATURAL GAS COMPANYContents

~~CONDENSED~~EL ~~CONSOLIDATED~~PASO ~~BALANCE~~NATURAL ~~SHEETS~~GAS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except share amounts) (Unaudited)

(Unaudited)


	June 30,		December 31,
	2011		2010
ASSETS
Current assets
Cash and cash equivalents	$	—	$	—
Accounts and notes receivable
Customer, net of allowance of $2 in 2011 and 2010		2		4
Affiliates		3		6
Other		23		20
Materials and supplies		48		48
Deferred income taxes		1		9
Prepaids		7		15
Regulatory assets		15		8
Other		2		3

Total current assets		101		113

Property, plant and equipment, at cost		4,007		3,970
Less accumulated depreciation and amortization		1,524		1,484

Total property, plant and equipment, net		2,483		2,486

Other non-current assets
Note receivable from affiliate		908		836
Other		111		110

		1,019		946

Total assets	$	3,603	$	3,545


LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable
Trade	$	85	$	82
Affiliates		14		25
Other		11		11
Taxes payable		59		28
Accrued interest		19		18
Accrued liabilities		4		24
Regulatory liabilities		25		7
Other		18		20

Total current liabilities		235		215

Long-term debt		1,113		1,113

Other non-current liabilities
Deferred income taxes		402		408
Other		104		75

		506		483


Commitments and contingencies (Note 3)
Stockholder’s equity
Common stock, par value $1 per share; 1,000 shares authorized, issued and outstanding		—		—
Additional paid-in capital		1,268		1,268
Retained earnings		481		466

Total stockholder’s equity		1,749		1,734

Total liabilities and stockholder’s equity	$	3,603	$	3,545

	March 31, 2011		December 31, 2010
ASSETS
Current assets
Cash and cash equivalents	$	—	$	—
Accounts and notes receivable
Customer, net of allowance of $2 in 2011 and 2010		10		4
Affiliates		3		6
Other		29		20
Materials and supplies		47		48
Deferred income taxes		10		9
Prepaids		10		15
Regulatory assets		9		8
Other		1		3
Total current assets		119		113
Property, plant and equipment, at cost		3,973		3,970
Less accumulated depreciation and amortization		1,504		1,484
Total property, plant and equipment, net		2,469		2,486
Other assets
Note receivable from affiliate		867		836
Other		106		110
		973		946
Total assets	$	3,561	$	3,545
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable
Trade	$	75	$	82
Affiliates		13		25
Other		11		11
Taxes payable		42		28
Accrued interest		28		18
Accrued liabilities		33		24
Other		35		27
Total current liabilities		237		215
Long-term debt		1,113		1,113
Other liabilities
Deferred income taxes		410		408
Other		70		75
		480		483
Commitments and contingencies (Note 3)
Stockholder’s equity
Common stock, par value $1 per share; 1,000 shares authorized, issued and outstanding		—		—
Additional paid-in capital		1,268		1,268
Retained earnings		463		466
Total stockholder’s equity		1,731		1,734
Total liabilities and stockholder’s equity	$	3,561	$	3,545

See accompanying notes.

~~See accompanying notes.~~2

2Table of Contents

~~Table~~EL ofPASO ~~Contents~~NATURAL GAS COMPANY

ELCONDENSED ~~PASO~~CONSOLIDATED ~~NATURAL~~STATEMENTS ~~GAS~~OF ~~COMPANY~~CASH FLOWS (In millions) (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended
	June 30,
	2011			2010
Cash flows from operating activities
Net income	$	36		$	51
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization		41			43
Deferred income tax expense		2			24
Other non-cash income items		12			14
Asset and liability changes		43			(1	)

Net cash provided by operating activities		134			131

Cash flows from investing activities
Capital expenditures		(41	)		(36	)
Net change in note receivable from affiliate		(72	)		(96	)
Proceeds from disposal of property		—			4

Net cash used in investing activities		(113	)		(128	)

Cash flows from financing activities
Dividends paid to parent		(21	)		—

Net cash used in financing activities		(21	)		—

Net change in cash and cash equivalents		—			3
Cash and cash equivalents
Beginning of period		—			—

End of period	$	—		$	3

~~(In millions)~~See accompanying notes.

~~(Unaudited)~~3

	Quarter Ended March 31,
	2011			2010
Cash flows from operating activities
Net income	$	18		$	32
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization		23			21
Deferred income taxes		1			10
Other non-cash income items		9			8
Asset and liability changes		24			41
Net cash provided by operating activities		75			112
Cash flows from investing activities
Capital expenditures		(23	)		(21	)
Net change in note receivable from affiliate		(31	)		(91	)
Other		—			1
Net cash used in investing activities		(54	)		(111	)
Cash flows from financing activities
Dividends paid to parent		(21	)		—
Net cash used in financing activities		(21	)		—
Net change in cash and cash equivalents		—			1
Cash and cash equivalents
Beginning of period		—			—
End of period	$	—		$	1

~~See~~EL ~~accompanying~~PASO ~~notes.~~NATURAL GAS COMPANY

3NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~Table~~1. Basis of ~~Contents~~Presentation and Significant Accounting Policies

ELBasis ~~PASO~~of ~~NATURAL GAS COMPANY~~Presentation

~~NOTES~~ We TOprepared ~~CONDENSED~~this ~~CONSOLIDATED~~Quarterly ~~FINANCIAL~~Report ~~STATEMENTS~~on Form 10-Q under the rules and regulations of the United States Securities and Exchange Commission. As an interim period filing presented using a condensed format, it does not include all of the disclosures required by U.S. generally accepted accounting principles, and should be read along with our 2010 Annual Report on Form 10-K. The financial statements as of June 30, 2011, and for the quarters and six months ended June 30, 2011 and 2010, are unaudited. The condensed consolidated balance sheet as of December 31, 2010 was derived from the audited balance sheet filed in our 2010 Annual Report on Form 10-K. In our opinion, we have made adjustments, all of which are of a normal, recurring nature, to fairly present our interim period results. Due to the seasonal nature of our business, information for interim periods may not be indicative of our operating results for the entire year. Our disclosures in this Form 10-Q are an update to those provided in our 2010 Annual Report on Form 10-K.

~~(Unaudited)~~Significant Accounting Policies

1. There ~~Basis~~were ofno ~~Presentation~~changes in the significant accounting policies described in our 2010 Annual Report on Form 10-K and ~~Significant~~no ~~Accounting~~significant ~~Policies~~accounting pronouncements issued but not yet adopted as of June 30, 2011.

~~Basis~~2. ofFinancial ~~Presentation~~Instruments

We At ~~prepared~~June 30, ~~this~~2011 ~~Quarterly~~and ~~Report~~December 31, on2010, ~~Form 10-Q under~~ the ~~rules~~carrying ~~and~~amounts ~~regulations~~ of ~~the~~cash ~~United~~and ~~States~~cash ~~Securities~~equivalents and trade ~~Exchange~~receivables ~~Commission.~~and Aspayables anrepresent ~~interim~~fair ~~period~~value ~~filing~~because ~~presented using a condensed format, it does not include all~~ of the ~~disclosures required by U.S. generally accepted accounting principles, and you should read this report along with our 2010 Annual Report on Form 10~~short-K.term ~~The~~nature ~~financial statements as~~ of ~~March~~these instruments. ~~31,~~At ~~2011~~June 30, ~~and for the quarters ended March 31,~~ 2011 and ~~2010, are unaudited. The condensed consolidated balance sheet as of~~ December 31, 2010, ~~was~~we ~~derived~~had ~~from~~an ~~the~~interest ~~audited~~bearing ~~balance~~note ~~sheet~~receivable from ~~filed~~El inPaso ~~our~~Corporation ~~2010~~(El ~~Annual~~Paso) ~~Report~~of on$908 million ~~Form~~and ~~10-K.~~$836 million Indue ~~our~~upon ~~opinion~~demand, wewith ~~have~~a variable ~~made~~interest ~~adjustments,~~rate ~~all~~ of ~~which~~2.4% ~~are~~and of1.5%. aWhile ~~normal,~~we ~~recurring~~are ~~nature~~exposed to ~~fairly~~changes ~~present~~in ~~our~~interest ~~interim~~income ~~period~~based on ~~results.~~changes ~~Due~~ to the ~~seasonal~~variable ~~nature~~interest ~~of our business~~rate, ~~information~~the ~~for~~fair ~~interim~~value ~~periods~~of ~~may~~this ~~not~~note bereceivable ~~indicative~~approximates ofits carrying ~~our~~value ~~operating~~due ~~results~~to ~~for~~ the ~~entire~~note ~~year. Our~~being ~~disclosures~~due inon ~~this~~demand ~~Form~~and 10the market-Qbased ~~are~~nature anof ~~update~~the ~~to those provided in our 2010 Annual Report on Form 10-K~~interest rate.

~~Significant~~ In ~~Accounting~~addition, ~~Policies~~the carrying amounts of our long-term debt and their estimated fair values, which are based on quoted market prices for the same or similar issues, are as follows:

There were no changes in the significant accounting policies described in our 2010 Annual Report on Form 10-K and no significant accounting pronouncements issued but not yet adopted as of March 31, 2011.


	June 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
			(In millions)
Long-term debt	$	1,113	$	1,324	$	1,113	$	1,258

23. ~~Financial~~Commitments ~~Instruments~~and Contingencies

AtLegal March 31, 2011 and December 31, 2010, the carrying amounts of cash and cash equivalents and trade receivables and payables represent fair value because of the short-term nature of these instruments. At March 31, 2011 and December 31, 2010, we had an interest bearing note receivable from El Paso Corporation (El Paso) of $867 million and $836 million due upon demand, with a variable interest rate of 1.5% at each balance sheet date. While we are exposed to changes in interest income based on changes to the variable interest rate, the fair value of this note receivable approximates its carrying value due to the note being due on demand and the market-based nature of the interest rate.Proceedings

In Bank ~~addition~~of America. We are a named defendant, ~~the~~along ~~carrying~~with ~~amounts~~Burlington Resources, Inc. (Burlington), now a subsidiary of ~~our~~ConocoPhillips ~~long-term~~Company, ~~debt~~in a class action lawsuit styled Bank of America, et al. v. El Paso Natural Gas and ~~their~~Burlington ~~estimated~~Resources ~~fair~~Oil ~~values~~and Gas Company, ~~which~~L.P., ~~are~~filed ~~based~~in onOctober 2003 ~~quoted~~in ~~market~~the District Court of Kiowa County, Oklahoma asserting royalty underpayment claims related to specified shallow wells in Oklahoma, Texas and New Mexico. The Plaintiffs assert that royalties were underpaid starting in the 1980s when the purchase price of gas was lowered below the Natural Gas Policy Act maximum lawful prices. ~~for~~The Plaintiffs have not alleged an amount of damages against any defendant. We believe that our actions in the ~~same~~1980s orwere ~~similar~~proper ~~issues,~~in light of a declining market. We also contend that we are entitled to an indemnity from Burlington under our 1992 separation agreement for all claims related to royalty payments, which Burlington denies. The Plaintiffs assert that royalties were further underpaid by Burlington as ~~follows:~~a result of post-production cost deductions taken starting in the late 1990s. We have no liability for the post-production claims as they pertain to periods after our separation from Burlington. This action was transferred to Washita County District Court in 2004. A tentative settlement reached in November

	March 31, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Long-term debt, including current maturities	$	1,113	$	1,251	$	1,113	$	1,258

3. CommitmentsTable andof ContingenciesContents

~~Legal~~2005 ~~Proceedings~~was rejected by the court in June 2007. A class certification hearing occurred in April 2009. The court certified a Texas and Oklahoma class of royalty owners and stayed the claims pertaining to New Mexico wells. The class certification was upheld by the Oklahoma Court of Appeals, but a petition for review has been filed with the Oklahoma Supreme Court. The Plaintiffs have proceeded with discovery of the post-production claims against Burlington. Our costs and legal exposure related to this lawsuit are not currently determinable.

~~Bank~~ In ofaddition ~~America.~~to Wethe ~~are~~above aproceeding, ~~named~~we ~~defendant,~~and ~~along~~our ~~with~~affiliates ~~Burlington~~are ~~Resources,~~named ~~Inc.~~defendants ~~(Burlington),~~in ~~now~~numerous legal aproceedings ~~subsidiary~~and ofclaims ~~ConocoPhillips~~that ~~Company,~~arise in athe ~~class~~ordinary ~~action~~course ~~lawsuit styled Bank~~ of ~~America,~~our ~~et al~~business. v.For Eleach ~~Paso~~of ~~Natural Gas and Burlington Resources Oil and Gas Company~~these matters, ~~L.P.,~~we ~~filed~~evaluate inthe ~~October~~merits ~~2003~~of in the ~~District~~case ~~Court~~or ~~of Kiowa County~~claim, ~~Oklahoma~~our ~~asserting~~exposure ~~royalty underpayment claims related~~ to ~~specified~~the ~~shallow~~matter, ~~wells~~possible inlegal ~~Oklahoma,~~or settlement ~~Texas~~strategies and ~~New Mexico. The Plaintiffs assert that royalties were underpaid starting in~~ the ~~1980s~~likelihood ~~when the purchase price~~ of ~~gas~~an ~~was~~unfavorable ~~lowered below the Natural Gas Policy Act maximum lawful prices~~outcome. ~~The~~ ~~Plaintiffs~~If ~~have~~we ~~not~~determine ~~alleged~~that an unfavorable ~~amount~~outcome ofis ~~damages~~probable ~~against~~and ~~any~~can ~~defendant. We~~be ~~believe~~estimated, ~~that~~we ~~our~~establish ~~actions in~~ the ~~1980s~~necessary ~~were~~accruals. ~~proper~~While the inoutcome ~~light~~ of athese ~~declining~~matters, ~~market. We~~including ~~also~~those ~~contend~~discussed ~~that~~above, wecannot ~~are~~be ~~entitled~~predicted towith ancertainty, and ~~indemnity~~there ~~from~~are ~~Burlington~~still ~~under~~uncertainties ~~our 1992 separation agreement for all claims~~ related to ~~royalty~~the ~~payments,~~costs ~~which~~we ~~Burlington~~may ~~denies. The~~incur, ~~Plaintiffs~~based ~~assert~~upon ~~that~~our ~~royalties~~evaluation ~~were~~and experience ~~further~~to ~~underpaid~~date, bywe ~~Burlington~~had ~~as a result of post-production cost deductions taken starting in the late 1990s. We have~~ no ~~liability~~accruals for ~~the post-production claims as they pertain to periods after~~ our ~~separation~~outstanding ~~from~~legal ~~Burlington. This~~proceedings ~~action~~at ~~was transferred to Washita County District Court in 2004. A tentative settlement reached in November 2005 was rejected by the court in~~ June 30, ~~2007.~~2011; however, Awe ~~class~~have ~~certification~~related ~~hearing~~insurance ~~occurred~~receivables inof ~~April~~approximately ~~2009~~$2 million. ~~The~~ ~~court~~It ~~certified~~is apossible, however, ~~Texas~~that ~~and~~new ~~Oklahoma~~information ~~class~~or offuture ~~royalty~~developments ~~owners~~could ~~and~~require ~~stayed~~us ~~the claims pertaining~~ to ~~New~~reassess ~~Mexico~~our wells. The class certification has been appealed to the Oklahoma Court of Appeals. The Plaintiffs have proceeded with discovery of the post-production claims against Burlington. Our costs and legal potential exposure related to ~~this~~these ~~lawsuit~~matters ~~are~~and ~~not~~establish ~~currently~~accruals ~~determinable~~accordingly.

4Environmental Matters

~~Table~~ We are subject to federal, state and local laws and regulations governing environmental quality and pollution control. These laws and regulations require us to remove or remedy the effect of ~~Contents~~the disposal or release of specified substances at current and former operating sites. At June 30, 2011, our accrual was approximately $15 million for expected remediation costs and associated onsite, offsite and groundwater technical studies and for related environmental legal costs; however, we estimate that our exposure could be as high as $29 million. Our accrual includes $14 million for environmental contingencies related to properties we previously owned.

In Our ~~addition~~environmental toremediation ~~the~~projects ~~above proceeding, we and our affiliates~~ are ~~named defendants~~ in ~~numerous~~various ~~legal~~stages ~~proceedings and claims that arise in the ordinary course~~ of ~~our business~~completion. ~~For~~Our ~~each~~recorded liabilities ofreflect ~~these matters, we evaluate the merits of the case or claim,~~ our ~~exposure~~current toestimates ~~the matter, possible legal or settlement strategies and the likelihood~~ of anamounts ~~unfavorable outcome. If~~ we ~~determine~~will ~~that~~spend anto ~~unfavorable~~remediate ~~outcome~~these ~~is probable and can be estimated~~sites. However, wedepending ~~establish~~on the ~~necessary~~stage ~~accruals. While the outcome~~ of ~~these~~completion ~~matters,~~or ~~including those discussed above~~assessment, ~~cannot be predicted with certainty, and there are still uncertainties related to~~ the ~~costs~~ultimate weextent ~~may~~of ~~incur, based upon our evaluation and experience to date, we believe we have established appropriate reserves for these matters. It is possible, however, that new information~~ contamination or ~~future~~remediation ~~developments~~required ~~could~~may ~~require~~not ~~us to reassess our potential exposure related to these matters and adjust our accruals accordingly, and these adjustments could~~ be ~~material~~known. As ofadditional ~~March~~assessments ~~31,~~occur ~~2011,~~or weremediation ~~had approximately $8 million accrued~~efforts continue, ~~which~~we ~~has~~may ~~not~~incur ~~been~~additional ~~reduced by $8 million of related insurance receivables, for all of our outstanding legal proceedings~~liabilities.

~~Environmental~~ Superfund Matters. Included in our recorded environmental liabilities are projects where we have received notice that we have been designated or could be designated as a Potentially Responsible Party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), commonly known as Superfund, or state equivalents for three active sites. Liability under the federal CERCLA statute may be joint and several, meaning that we could be required to pay in excess of our pro rata share of remediation costs. We consider the financial strength of other PRPs in estimating our liabilities. Accruals for these matters are included in the environmental reserve discussed above.

We For ~~are~~the ~~subject~~remainder toof ~~federal~~2011, ~~state~~we ~~and~~estimate ~~local~~that ~~laws~~our ~~and~~total ~~regulations~~remediation ~~governing~~expenditures ~~environmental~~will ~~quality~~be approximately ~~and~~$2 million, ~~pollution~~most ~~control. These laws and regulations require us to remove or remedy the effect~~ of ~~the~~which ~~disposal~~will orbe ~~release~~expended ofunder ~~specified~~government ~~substances~~directed atclean-up ~~current~~plans. In ~~and~~addition, ~~former~~we ~~operating~~expect ~~sites.~~to Atmake ~~March~~capital ~~31,~~expenditures ~~2011,~~for ~~our~~environmental ~~accrual~~matters ~~was~~of approximately $15 3 million ~~for~~in ~~expected~~the ~~remediation~~aggregate ~~costs~~for ~~and~~the ~~associated~~remainder ~~onsite,~~of ~~offsite~~2011 ~~and~~through ~~groundwater~~2015, ~~technical~~including ~~studies~~capital ~~and~~expenditures associated ~~for~~with ~~related~~the ~~environmental~~impact ~~legal~~of ~~costs;~~the ~~however,~~Environmental weProtection ~~estimate~~Agency ~~that~~(EPA) rule ~~our~~on ~~exposure~~emissions ~~could~~of hazardous beair aspollutants ~~high~~from asreciprocating ~~$29~~internal ~~million.~~combustion ~~Our~~engines ~~accrual~~which ~~includes~~are ~~$14~~subject ~~million~~to regulations ~~for~~with ~~environmental~~which ~~contingencies~~we ~~related~~have to ~~properties~~be wein ~~previously~~compliance ~~owned~~by October 2013.

~~Our~~ It ~~environmental~~is ~~remediation~~possible ~~projects~~that ~~are~~new ininformation ~~various~~or ~~stages~~future ofdevelopments ~~completion.~~could ~~Our~~require ~~recorded~~us ~~liabilities~~to ~~reflect~~reassess our potential ~~current~~exposure ~~estimates~~related ofto ~~amounts~~environmental wematters. ~~will~~We ~~spend~~may incur significant costs and liabilities in order to ~~remediate~~comply ~~these~~with ~~sites~~existing environmental laws and regulations. ~~However~~It is also possible that other developments, ~~depending~~such onas ~~the~~increasingly ~~stage~~strict ofenvironmental ~~completion~~laws, orregulations ~~assessment~~and orders of regulatory agencies, as well as claims for damages to property and the ~~ultimate~~environment ~~extent~~or ofinjuries ~~contamination~~to employees and other persons resulting from our current or ~~remediation~~past ~~required~~operations, ~~may~~could ~~not~~result bein ~~known~~substantial costs and liabilities in the future. As ~~additional~~this ~~assessments~~information ~~occur~~becomes available, or ~~remediation~~other ~~efforts~~relevant developments ~~continue~~occur, we will adjust our accrual amounts accordingly. While there are still uncertainties related to the ultimate costs we may incur, ~~additional~~based ~~liabilities~~upon our evaluation and experience to date, we believe our reserves are adequate.

Superfund Matters. Included in our recorded environmental liabilities are projects where we have received notice that we have been designated or could be designated as a Potentially Responsible Party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), commonly known as Superfund, or state equivalents for three active sites. Liability under the federal CERCLA statute may be joint and several, meaning that we could be required to pay in excess of our pro rata share of remediation costs. We consider the financial strength of other PRPs in estimating our liabilities. Accruals for these issues are included in the environmental reserve discussed above.5

ForTable 2011, we estimate that our total remediation expenditures will be approximately $3 million, most of which will be expended under government directed clean-up plans. In addition, we expect to make capital expenditures for environmental matters of approximately $3 million in the aggregate for the remainder of 2011 through 2015, including capital expenditures associated with the impact of the Environmental Protection Agency (EPA) rule on emissions of hazardous air pollutants from reciprocating internal combustion engines which are subject to regulations with which we have to be in compliance by October 2013.Contents

ItRates ~~is possible that new information or future developments could require us to reassess our potential exposure related to environmental matters. We may incur significant costs~~ and ~~liabilities~~Regulatory in order to comply with existing environmental laws and regulations. It is also possible that other developments, such as increasingly strict environmental laws, regulations and orders of regulatory agencies, as well as claims for damages to property and the environment or injuries to employees and other persons resulting from our current or past operations, could result in substantial costs and liabilities in the future. As this information becomes available, or other relevant developments occur, we will adjust our accrual amounts accordingly. While there are still uncertainties related to the ultimate costs we may incur, based upon our evaluation and experience to date, we believe our reserves are adequate.Matters

5 EPNG Rate Case. In April 2010, the Federal Energy Regulatory Commission (FERC) approved an offer of settlement which increased our base tariff rates, effective January 1, 2009. As part of the settlement, we made refunds of approximately $76 million, plus interest, in 2010. The settlement resolved all but four issues in the rate proceeding. In January 2011, the Presiding Administrative Law Judge issued a decision that for the most part found against us on the four issues. We have appealed those decisions to the FERC and may also seek review of any of the FERC’s decisions to the U.S. Court of Appeals. Although the final outcome is not currently determinable, we believe our accruals established for this matter are adequate.

~~Table~~ In September 2010, we filed a new rate case with the FERC proposing an increase in base tariff rates which would increase revenue by approximately $100 million annually over previously effective tariff rates. It is uncertain whether such an increase will be achieved in the context of ~~Contents~~any settlement between us and our customers or following the outcome of a hearing in the rate case. In October 2010, the FERC issued an order accepting and suspending the effective date of the proposed rates to April 1, 2011, subject to refund, the outcome of a hearing and other proceedings. Although the final outcome is not currently determinable, we believe our accruals established for this matter are adequate.

~~Rates~~ Other Regulatory Matter. In October 2010, we filed with the FERC to permanently abandon two compressor stations and ~~Regulatory~~temporarily ~~Matters~~idle nine compressor stations along our south mainline system in 2011. This was done to better align our capacity to the current lower level of contract demand resulting from, in part, the weakened economic conditions along this line. Our intent is to bring the idled facilities back into service over the next several years as market demand improves. In our 2011 rate case, we did not seek to earn a return on the original investment in the idled facilities. We will continue to incur related operating costs and depreciation expense until the compressor stations are idled. In April 2011, the FERC denied our request to temporarily idle the nine compressor stations. We have appealed the FERC’s decision and the outcome is uncertain.

~~EPNG~~Other Rate Case. In April 2010, the Federal Energy Regulatory Commission (FERC) approved an uncontested partial offer of settlement which increased our base tariff rates, effective January 1, 2009. As part of the settlement, we made refunds of approximately $76 million, plus interest, in 2010. The settlement resolved all but four issues in the proceeding. In January 2011, the Presiding Administrative Law Judge issued a decision that for the most part found against us on the four issues. We will appeal those decisions to the FERC and may also seek review of any of the FERC’s decisions to the U.S. Court of Appeals. Although the final outcome is not currently determinable, we believe our accruals established for this matter are adequate based on the expected final outcome.Matter

In Tuba ~~September~~City ~~2010~~Uranium Milling Facility. For a period of approximately ten years beginning in the mid to late 1950s, weRare ~~filed~~Metals Corporation of America, a ~~new~~historical ~~rate~~affiliate, ~~case~~conducted uranium mining and milling operations in the vicinity of Tuba City, Arizona, under a contract with the United ~~FERC~~States ~~proposing~~government anas ~~increase~~part of the Cold War nuclear program. The site of the Tuba City uranium mill, which is on land within the Navajo Indian Reservation, reverted to the Navajo Nation after the mill closed in ~~base~~1966. ~~tariff~~The ~~rates~~tailings asat ~~permitted~~the ~~under~~mill site were encapsulated and a ground water remediation system was installed by the ~~settlement~~U.S. Department of Energy (DOE) under the ~~previous~~Federal ~~rate~~Uranium Mill ~~case~~Tailings Radiation Control Act of 1978. In ~~October~~May 2007, ~~2010~~we filed suit against the DOE and other federal agencies requesting a judicial determination that the DOE was fully and legally responsible for any remediation of any waste associated with historical uranium production activity at two sites in the vicinity of the mill facilities near Tuba City, Arizona. In March 2009, the ~~FERC~~United States District Court for the District of Columbia issued an ~~order~~opinion ~~accepting~~dismissing ~~and~~one ~~suspending~~of our claims, which has been affirmed by the ~~effective~~Court ~~date~~of Appeals for the D.C. Circuit. Also in March 2009, following our close cooperation with the Navajo Nation in joint legislative efforts, President Obama signed the Fiscal Year 2009 Omnibus Appropriations Act, which appropriated $5 million toward the final remediation by the DOE of one of the ~~proposed~~two ~~rates~~sites that are the subject of our lawsuit. The DOE has assigned to ~~April~~the 1Navajo Nation the obligation to remediate the site. The Navajo Nation has begun to perform the final remediation, and in May 2011, ~~subject~~we complied with their request to ~~refund~~terminate inspection and maintenance of the interim exposure control measures we previously installed at the site. Additionally, the ~~outcome~~EPA and Bureau of Indian Affairs (BIA) have entered into an administrative order of consent, pursuant to which the BIA will conduct a ~~hearing~~remedial ~~and~~investigation/feasibility ~~other~~study at ~~proceedings. At~~the ~~this~~second ~~time~~site involved in the lawsuit. Finally, the ~~outcome~~EPA is currently assessing the environmental condition of ~~this~~all ~~matter~~former isuranium ~~not~~mines ~~determinable~~on the Navajo Indian Reservation to determine the need for further environmental response activities. There are approximately 500 abandoned uranium mine sites on the Navajo Indian Reservation, 16 of which were operated by the historical affiliate.

~~Other~~ While ~~Regulatory Matter. In October 2010, we filed with~~ the ~~FERC~~outcome toof ~~permanently~~these ~~abandon~~matters ~~two~~cannot ~~compressor~~be ~~stations~~predicted ~~and~~with ~~temporarily~~certainty, ~~idle~~based ~~nine~~on ~~compressor~~current information, ~~stations~~we ~~along~~do ~~our~~not ~~south~~expect ~~mainline~~the ~~system~~ultimate inresolution ~~2011. This~~of ~~was~~these ~~done~~matters to ~~better~~have ~~align~~a ~~our~~material ~~capacity~~adverse effect toon ~~the~~our ~~current~~financial ~~lower level of contract demand resulting from~~position, inoperating ~~part,~~results ~~the~~or ~~weakened~~cash ~~economic conditions along this line~~flows. ~~Our~~ ~~intent~~It is topossible ~~bring~~that ~~the~~new information ~~idled~~or ~~facilities~~future ~~back~~developments ~~into~~could ~~service~~require ~~over~~us ~~the~~to ~~next~~reassess ~~several years as market demand improves. In~~ our ~~2011~~potential ~~rate~~exposure ~~case,~~related ~~we did not seek~~ to these ~~earn a return on the original investment in the idled facilities~~matters. We ~~will~~The ~~continue~~impact toof ~~incur~~these ~~related~~changes ~~operating~~may ~~costs~~have ~~and~~a ~~depreciation~~material ~~expense~~effect ~~until~~on ~~the~~our ~~compressor~~results ~~stations~~of ~~are idled. In April 2011~~operations, ~~the FERC denied~~ our ~~request~~financial ~~to temporarily idle the nine compressor stations. Currently~~position, weand ~~are~~our ~~evaluating~~cash ~~whether~~flows toin ~~appeal~~ the ~~FERC’s~~periods ~~decision~~these ~~and~~events ~~the outcome is uncertain~~occur.

~~Other Matter~~6

TubaTable City Uranium Milling Facility. For a period of approximately ten years beginning in the mid to late 1950s, Rare Metals Corporation of America, a historical affiliate, conducted uranium mining and milling operations in the vicinity of Tuba City, Arizona, under a contract with the United States government as part of the Cold War nuclear program. The site of the Tuba City uranium mill, which is on land within the Navajo Indian Reservation, reverted to the Navajo Nation after the mill closed in 1966. The tailings at the mill site were encapsulated and a ground water remediation system was installed by the U.S. Department of Energy (DOE) under the Federal Uranium Mill Tailings Radiation Control Act of 1978. In May 2007, we filed suit against the DOE and other federal agencies requesting a judicial determination that the DOE was fully and legally responsible for any remediation of any waste associated with historical uranium production activity at two sites in the vicinity of the mill facilities near Tuba City, Arizona. In March 2009, the United States District Court for the District of Columbia issued an opinion dismissing one of our claims, which has been affirmed by the Court of Appeals for the D.C. Circuit. Also in March 2009, following our close cooperation with the Navajo Nation in joint legislative efforts, President Obama signed the Fiscal Year 2009 Omnibus Appropriations Act, which appropriated $5 million toward the final remediation by the DOE of one of the two sites that are the subject of our lawsuit. The DOE has assigned to the Navajo Nation the obligation to remediate the site. We anticipate that the Navajo Nation will perform the remediation in the near future, and we are continuing to maintain the interim exposure control measures we have installed at the site. Additionally, the EPA and Bureau of Indian Affairs (BIA) have entered into an administrative order of consent, pursuant to which the BIA will conduct a remedial investigation/feasibility study at the second site involved in the lawsuit. Finally, the EPA is currently assessing the environmental condition of all former uranium mines on the Navajo Indian Reservation to determine the need for further environmental response activities. There are approximately 500 abandoned uranium mine sites on the Navajo Indian Reservation, 16 of which were operated by the historical affiliate.Contents

While the outcome of these matters cannot be predicted with certainty, based on current information, we do not expect the ultimate resolution of these matters to have a material adverse effect on our financial position, operating results or cash flows4. ItAccounts isReceivable ~~possible~~Sales that new information or future developments could require us to reassess our potential exposure related to these matters. The impact of these changes may have a material effect on our results of operations, our financial position, and our cash flows in the periods these events occur.Program

6 We participate in an accounts receivable sales program where we sell receivables in their entirety to a third party financial institution (through a wholly-owned special purpose entity). The sale of these accounts receivable (which are short-term assets that generally settle within 60 days) qualify for sale accounting. The third party financial institution involved in our accounts receivable sales program acquires interests in various financial assets and issues commercial paper to fund those acquisitions. We do not consolidate the third party financial institution because we do not have the power to control, direct or exert significant influence over its overall activities since our receivables do not comprise a significant portion of its operations.

~~Table~~ In connection with our accounts receivable sales, we receive a portion of ~~Contents~~the sales proceeds up front and receive an additional amount upon the collection of the underlying receivables (which we refer to as a deferred purchase price). Our ability to recover the deferred purchase price is based solely on the collection of the underlying receivables. The table below contains information related to our accounts receivable sales program.

4. Accounts Receivable Sales Program


	Quarter Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
			(In millions)
Accounts receivable sold to the third-party financial institution⁽¹⁾	$	145	$	132	$	273	$	288
Cash received for accounts receivable sold under the program		84		82		160		175
Deferred purchase price related to accounts receivable sold		61		50		113		113
Cash received related to the deferred purchase price		61		54		105		98

~~We participate in an accounts receivable sales program where we sell receivables in their entirety to a third party financial institution~~ (~~through a wholly-owned special purpose entity~~1)~~. The~~ ~~sale~~During ofthe ~~these~~quarters ~~accounts~~and ~~receivable~~six ~~(which~~months ~~are~~ended ~~short-term~~June ~~assets~~30, ~~that~~2011 ~~generally~~and ~~settle~~2010, ~~within~~losses 60recognized ~~days)~~on ~~qualify~~the ~~for~~ sale ~~accounting. The~~of ~~third party financial institution involved in our~~ accounts receivable ~~sales~~were ~~program acquires interests in various financial assets and issues commercial paper to fund those acquisitions~~immaterial. We do not consolidate the third party financial institution because we do not have the power to control, direct or exert significant influence over its overall activities since our receivables do not comprise a significant portion of its operations.

In connection with our accounts receivable sales, we receive a portion of the sales proceeds up front and receive an additional amount upon the collection of the underlying receivables (which we refer to as a deferred purchase price). Our ability to recover the deferred purchase price is based solely on the collection of the underlying receivables. The table below contains information related to our accounts receivable sales program.


	June 30,		December 31,
	2011		2010
	(In millions)
Accounts receivable sold and held by third-party financial institution	$	48	$	42
Uncollected deferred purchase price related to accounts receivable sold⁽¹⁾		21		13

	Quarter Ended March 31,
	2011		2010
	(In millions)
Accounts receivable sold to the third-party financial institution(1)	$	128	$	156
Cash received for accounts receivable sold under the program		76		93
Deferred purchase price related to accounts receivable sold		52		63
Cash received related to the deferred purchase price		44		44


⁽¹⁾		Initially recorded at an amount which approximates its fair value using observable inputs other than quoted prices in active markets.

~~____________~~ The deferred purchase price related to the accounts receivable sold is reflected as other accounts receivable on our balance sheet. Because the cash received up front and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables, and are not subject to significant other risks given their short term nature, we reflect all cash flows under the accounts receivable sales program as operating cash flows on our statement of cash flows. Under the accounts receivable sales program, we service the underlying receivables for a fee. The fair value of this servicing agreement, as well as the fees earned, were not material to our financial statements for the quarters and six months ended June 30, 2011 and 2010.

~~(1)~~5. ~~During~~Transactions ~~the~~with ~~quarters ended March 31, 2011 and 2010, losses recognized on the sale of accounts receivable were immaterial.~~Affiliates

		March 31,		December 31,
		2011		2010
	(In millions)
Accounts receivable sold and held by third-party financial institution	$	45	$	42
Uncollected deferred purchase price related to accounts receivable sold(1)		21		13

Cash Management Program. We participate in El Paso’s cash management program which matches short-term cash surpluses and needs of participating affiliates, thus minimizing total borrowings from outside sources. El Paso uses the cash management program to settle intercompany transactions between participating affiliates. We have historically advanced cash to El Paso in exchange for an affiliated note receivable that is due upon demand. At June 30, 2011 and December 31, 2010, we had a note receivable from El Paso of $908 million and $836 million. At June 30, 2011, we have classified this receivable as noncurrent on our balance sheet as we do not anticipate using it in the next twelve months considering available cash sources and needs. The interest rate on this note is variable and was 2.4% and 1.5% at June 30, 2011 and December 31, 2010.

~~____________~~ In 2011, we utilized $21 million of our notes receivable from the cash management program to pay a dividend to our parent.

~~(1) Initially~~ Income ~~recorded~~Taxes. atEl anPaso ~~amount~~files consolidated U.S. federal and certain state tax returns which include ~~approximates~~our ~~its~~taxable ~~fair~~income. ~~value~~In ~~using~~certain ~~observable~~states, ~~inputs~~we ~~other~~file ~~than~~and ~~quoted~~pay ~~prices~~taxes indirectly ~~active~~to ~~markets~~the state taxing authorities. At June 30, 2011 and December 31, 2010, we had federal and state income taxes payable of $44 million and $24 million. The majority of these balances, as well as our deferred income taxes, will become payable to El Paso.

The deferred purchase price related to the accounts receivable sold is reflected as other accounts receivable on our balance sheet. Because the cash received up front and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables, and are not subject to significant other risks given their short term nature, we reflect all cash flows under the accounts receivable sales program as operating cash flows on our statement of cash flows. Under the accounts receivable sales program, we service the underlying receivables for a fee. The fair value of this servicing agreement, as well as the fees earned, were not material to our financial statements for the quarters ended March 31, 2011 and 2010.7

5.Table Transactionsof with AffiliatesContents

~~Cash~~ Other ~~Management~~Affiliate ~~Program~~Balances. We participate in El Paso’s cash management program which matches short-term cash surpluses and needs of participating affiliates, thus minimizing total borrowings from outside sources. El Paso uses the cash management program to settle intercompany transactions between participating affiliates. We have historically advanced cash to El Paso in exchange for an affiliated note receivable that is due upon demand. At ~~March 31~~June 30, 2011 and December 31, 2010, we had acontractual ~~note receivable~~ deposits from Elour ~~Paso~~affiliates of $~~867~~ 9 million ~~and~~included ~~$836~~in ~~million. At~~other ~~March~~current ~~31,~~liabilities ~~2011, we have classified this receivable as noncurrent~~ on our balance ~~sheet as we do not anticipate using it in the next twelve months considering available cash sources and needs~~sheets. ~~The interest rate on this note is variable and was 1.5% at March 31, 2011 and December 31, 2010.~~

In Affiliate ~~the~~Revenues ~~first~~and ~~quarter~~Expenses. We enter into transactions with our affiliates within the ordinary course of ~~2011,~~business. weFor ~~utilized~~a ~~$21~~further ~~million~~discussion of our ~~notes~~affiliated ~~receivable~~transactions, ~~from~~see ~~the~~our ~~cash~~2010 Annual ~~management~~Report ~~program~~on toForm ~~pay~~10-K. aThe ~~dividend~~following totable shows revenues and charges from our ~~parent.~~affiliates:


	Quarter Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
			(In millions)
Revenues	$	6	$	4	$	10	$	9
Operation and maintenance expenses		19		18		37		36
Reimbursement of operating expenses		3		3		5		5

~~Table of Contents~~8

IncomeTable Taxes. El Paso files consolidated U.S. federal and certain state tax returns which include our taxable income. In certain states, we file and pay taxes directly to the state taxing authorities. At March 31, 2011 and December 31, 2010, we had federal and state income taxes payable of $34 million and $24 million. The majority of these balances, as well as our deferred income taxes, will become payable to El Paso.Contents

~~Other Affiliate Balances~~Item 2. At ~~March~~Management’s ~~31,~~Discussion ~~2011~~ and ~~December~~Analysis ~~31,~~of ~~2010,~~Financial weCondition ~~had~~and ~~contractual~~Results ~~deposits from our affiliates~~ of ~~$9 million included in other current liabilities on our balance sheets.~~Operations

~~Affiliate~~ The ~~Revenues~~information ~~and~~required ~~Expenses.~~by Wethis ~~enter~~Item ~~into~~is ~~transactions~~presented ~~with~~in ~~our~~a ~~affiliates~~reduced ~~within~~disclosure ~~the~~format ~~ordinary~~pursuant ~~course~~to General ofInstruction ~~business~~H to Form 10-Q. ~~For~~In aaddition, ~~further~~this ~~discussion~~Item ofupdates, ~~our~~and ~~affiliated~~should ~~transactions~~be read in conjunction with, ~~see~~the information disclosed in our 2010 Annual Report on Form 10-K., ~~The~~and ~~following~~the financial ~~table~~statements ~~shows revenues~~ and ~~charges~~notes ~~from~~presented ~~our~~in ~~affiliates~~Item 1 ~~for~~of ~~the~~this ~~quarters~~Quarterly ~~ended~~Report ~~March~~on ~~31:~~Form 10-Q.

	2011		2010
	(In millions)
Revenues	$	4	$	5
Operation and maintenance expenses		18		18
Reimbursements of operating expenses		2		2

Results of Operations

8 Beginning January 1, 2011, our management uses segment earnings before interest expense and income taxes (Segment EBIT) as a measure to assess the operating results and effectiveness of our business. We believe Segment EBIT is useful to investors to provide them with the same measure used by our management to evaluate our performance and so that investors may evaluate our operating results without regard to our financing methods. Segment EBIT is defined as net income adjusted for items such as (i) interest and debt expense, (ii) affiliated interest income, and (iii) income taxes. Segment EBIT may not be comparable to measures used by other companies. Additionally, Segment EBIT should be considered in conjunction with net income, income before income taxes and other performance measures such as operating income or operating cash flows. Below is a reconciliation of our Segment EBIT to net income, our throughput volumes and an analysis and discussion of our results for the six months ended June 30, 2011 compared with the same period in 2010.

~~Table~~Operating ~~of Contents~~Results:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


	2011			2010
	(In millions,
	except for volumes)
Operating revenues	$	247		$	271
Operating expenses		(152	)		(150	)

Operating income		95			121
Other income, net		1			1

Segment EBIT		96			122
Interest and debt expense		(44	)		(47	)
Affiliated interest income, net		6			8
Income tax expense		(22	)		(32	)

Net income	$	36		$	51

Throughput volumes (BBtu/d)⁽¹⁾		3,063			3,317

~~The~~(1) ~~information~~Throughput ~~required~~volumes byexclude ~~this~~throughput ~~Item~~transported isby ~~presented in a reduced disclosure format pursuant to General Instruction H to Form 10-Q. In addition, this Item updates, and should be read in conjunction with~~ the ~~information~~Mojave ~~disclosed~~system ~~in our 2010 Annual Report~~ on ~~Form~~behalf ~~10-K, and the financial statements and notes presented in Item 1~~ of ~~this Quarterly Report on Form 10-Q~~EPNG.

~~Results~~Segment ofEBIT ~~Operations~~Analysis:

Beginning January 1, 2011, our management uses segment earnings before interest expense and income taxes (Segment EBIT) as a measure to assess the operating results and effectiveness of our business. We believe Segment EBIT is useful to investors to provide them with the same measure used by our management to evaluate our performance and so that investors may evaluate our operating results without regard to our financing methods. We define Segment EBIT as net income adjusted for items such as (i) interest and debt expense, (ii) affiliated interest income, and (iii) income taxes. Segment EBIT may not be comparable to measures used by other companies. Additionally, Segment EBIT should be considered in conjunction with net income, income before income taxes and other performance measures such as operating income or operating cash flows. Below is a reconciliation of our Segment EBIT to net income, our throughput volumes and an analysis and discussion of our results for the quarter ended March 31, 2011 compared with the same period in 2010.


	Variance
	Operating			Operating
	Revenue			Expense			Total
	Favorable/(Unfavorable)
	(In millions)
Reservation and usage revenues	$	(24	)	$	—		$	(24	)
Other⁽¹⁾		—			(2	)		(2	)

Total impact on Segment EBIT	$	(24	)	$	(2	)	$	(26	)

Operating Results:	2011			2010
	(In millions, except for volumes)
Operating revenues	$	124		$	145
Operating expenses		(77	)		(73	)
Operating income		47			72
Other income (expense), net		1			(1	)
Segment EBIT		48			71
Interest and debt expense		(22	)		(23	)
Affiliated interest income, net		3			4
Income taxes		(11	)		(20	)
Net income	$	18		$	32
Throughput volumes (BBtu/d)(1)		3,054			3,340


⁽¹⁾		Consists of individually insignificant items.

~~____________~~ Reservation and Usage Revenues. During the six months ended June 30, 2011, our reservation and usage revenues continued to decline and were overall $24 million lower compared to the same period in 2010. The decline was due to high gas storage levels and increased hydroelectric generation in our California market, the nonrenewal of certain expiring contracts and the sale of open capacity at lower prices as a result of reduced basis differentials.

~~(1) Throughput volumes exclude throughput transported by the Mojave system on behalf of EPNG.~~9

	Variance
Segment EBIT Analysis:	Operating Revenue			Operating Expense			Other		Total
	Favorable/(Unfavorable)
	(In millions)
Reservation and other services revenues	$	(21	)	$	—		$	—	$	(21	)
Operating and general and administrative expenses		—			(3	)		—		(3	)
Other(1)		—			(1	)		2		1
Total impact on Segment EBIT	$	(21	)	$	(4	)	$	2	$	(23	)

~~____________~~Regulatory Matters

( EPNG Rate Case. In April 2010, the FERC approved an offer of settlement which increased our base tariff rates effective January 1), ~~Consists~~2009. As part of ~~individually~~the ~~insignificant~~settlement ~~items~~we made refunds of approximately $76 million, plus interest, in 2010. The settlement resolved all but four issues in the rate proceeding. In January 2011, the Presiding Administrative Law Judge issued a decision that for the most part found against us on the four issues. We have appealed those decisions to the FERC and may also seek review of any of the FERC’s decisions to the U.S. Court of Appeals. Although the final outcome is not currently determinable, we believe our accruals established for this matter are adequate.

~~Reservation~~ In ~~and~~September 2010, ~~Other~~we ~~Services~~filed ~~Revenues. During~~a new rate case with the ~~quarter~~FERC ~~ended~~proposing ~~March~~an ~~31,~~increase ~~2011,~~in ~~our~~base ~~reservation~~tariff rates ~~and~~which ~~other~~would ~~services~~increase ~~revenues~~revenue ~~decreased~~by ~~due~~approximately to$100 million ~~the~~annually over ~~nonrenewal~~previously ofeffective ~~expiring~~tariff ~~contracts~~rates. asIt ais ~~result~~uncertain whether such an increase will be achieved in the context of ~~reduced~~any ~~basis~~settlement ~~differentials~~between us and ~~lower~~our ~~throughput~~customers ~~volumes~~or asfollowing the aoutcome ~~result~~ of ~~storage~~a ~~withdrawals~~hearing in ~~California~~the ~~and~~rate ~~increased~~case. ~~competition~~In inOctober 2010, ~~our~~the ~~California~~FERC issued an order accepting and suspending ~~Arizona~~the ~~market~~effective ~~areas~~date ~~which~~of ~~unfavorably~~the ~~impacted~~proposed ~~our~~rates ~~Segment~~to ~~EBIT~~April 1, by2011, ~~$21~~subject ~~million~~to ~~when~~refund, ~~compared~~the outcome ~~with~~of a hearing and other proceedings. Although the ~~prior~~final ~~period~~outcome is not currently determinable, we believe our accruals established for this matter are adequate.

~~Operating~~ Although ~~and~~these ~~General~~rate ~~and~~cases ~~Administrative~~are ~~Expenses. During~~intended ~~the~~to ~~first~~address ~~quarter~~significant offactors ~~2010,~~leading weto ~~received~~the anloss ~~insurance~~in revenues ~~reimbursement~~or ofincreased ~~approximately~~costs, $3they ~~million~~will ~~related~~not toeliminate aall ~~litigation~~ongoing ~~matter~~business ~~settled in 2009~~risks.

9 Other Regulatory Matter. In October 2010, we filed with the FERC to permanently abandon two compressor stations and temporarily idle nine compressor stations along our south mainline system in 2011. This was done to better align our capacity to the current lower level of contract demand resulting from, in part, the weakened economic conditions along this line. Our intent is to bring the idled facilities back into service over the next several years as market demand improves. In our 2011 rate case, we did not seek to earn a return on the original investment in the idled facilities. We will continue to incur related operating costs and depreciation expense until the compressor stations are idled. In April 2011, the FERC denied our request to temporarily idle the nine compressor stations. We have appealed the FERC’s decision and the outcome is uncertain.

~~Table~~Interest ofand ~~Contents~~Debt Expense

~~Regulatory~~ Our ~~Matters~~interest and debt expense decreased during the six months ended June 30, 2011 as compared to the same period in 2010 primarily due to the repayment of approximately $54 million of our 7.625% notes that matured in August 2010.

~~EPNG~~Affiliated ~~Rate~~Interest ~~Case. In April 2010~~Income, the FERC approved an uncontested partial offer of settlement which increased our base tariff rates effective January 1, 2009. As part of the settlement we made refunds of approximately $76 million, plus interest, in 2010. The settlement resolved all but four issues in the proceeding. In January 2011, the Presiding Administrative Law Judge issued a decision that for the most part found against us on the four issues. We will appeal those decisions to the FERC and may also seek review of any of the FERC’s decisions to the U.S. Court of Appeals. Although the final outcome is not currently determinable, we believe our accruals established for this matter are adequate based on the expected final outcome.Net

In Affiliated ~~September~~interest ~~2010~~income, wenet ~~filed~~for ~~a new rate case with~~ the ~~FERC~~six ~~proposing~~months anended ~~increase~~June 30, in2011 ~~base~~was ~~tariff~~lower ~~rates~~than asthe ~~permitted~~same period ~~under~~in ~~the~~2010 ~~settlement~~due ofto ~~the~~lower ~~previous~~average ~~rate case~~advances. ~~These~~ ~~new~~The ~~base~~following ~~tariff~~table ~~rates~~shows ~~would increase revenue by approximately $100 million annually over previously effective tariff rates. In October 2010,~~ the ~~FERC~~average ~~issued~~advances andue from ~~order~~El ~~accepting~~Paso and ~~suspending~~ the ~~effective~~average ~~date~~short-term ofinterest ~~the proposed~~ rates tofor ~~April 1, 2011, subject to refund,~~ the ~~outcome~~six ofmonths aended ~~hearing and other proceedings. At this time, the outcome of this matter is not determinable.~~June 30:

Although these rate cases are intended to address significant factors leading to the loss in revenues or increased costs, they will not eliminate all ongoing business risks.


	2011			2010
	(In billions, except for rates)
Average advance due from El Paso	$	0.9		$	1.1
Average short-term interest rate		1.5	%		1.5	%

~~Other~~Income ~~Regulatory~~Tax Matter. In October 2010, we filed with the FERC to permanently abandon two compressor stations and temporarily idle nine compressor stations along our south mainline system in 2011. This was done to better align our capacity to the current lower level of contract demand resulting from, in part, the weakened economic conditions along this line. Our intent is to bring the idled facilities back into service over the next several years as market demand improves. In our 2011 rate case, we did not seek to earn a return on the original investment in the idled facilities. We will continue to incur related operating costs and depreciation expense until the compressor stations are idled. In April 2011, the FERC denied our request to temporarily idle the nine compressor stations. Currently, we are evaluating whether to appeal the FERC’s decision and the outcome is uncertain.Expense

~~Affiliated~~ Our ~~Interest~~effective ~~Income~~tax rates of 38 percent and 39 percent for the six months ended June 30, ~~Net~~2011 and 2010 were higher than the statutory rate of 35 percent primarily due to the effect of state income taxes.

Affiliated interest income, net for the quarter ended March 31, 2011 was lower than the same period in 2010 due to lower average advances. The following table shows the average advances due from El Paso and the average short-term interest rates for the quarters ended March 31:10

	2011			2010
	(In billions, except for rates)
Average advance due from El Paso	$	0.8		$	1.1
Average short-term interest rate		1.5	%		1.5	%

~~Income~~Liquidity ~~Taxes~~and Capital Resources

Our ~~effective~~primary ~~tax~~sources ~~rate~~of liquidity are cash flows from operating activities and amounts available to us under El Paso’s cash management program while our primary uses of 38cash ~~percent~~are for working ~~the~~capital, ~~quarters~~capital ~~ended~~expenditures ~~March~~and 31debt service requirements. At June 30, 2011, ~~and~~we ~~2010~~had ~~was~~a note ~~higher~~receivable ~~than~~from El Paso of $908 million. We do not intend to settle any amounts owed under this note within the ~~statutory~~next ~~rate~~twelve months and therefore classified it as non-current on our balance sheet. We periodically evaluate our operating cash flows, after consideration of 35our ~~percent~~capital ~~primarily~~and other ~~due~~requirements, to determine potential discretionary dividends of our note receivable to our parent. Based on our evaluation, during 2011, we utilized $21 million of our note receivable from the ~~effect~~cash management program to pay a dividend to our parent. See Item 1, Financial Statements, Note 5, for a further discussion of ~~state~~El ~~income~~Paso’s ~~taxes~~cash management program.

10 Our cash maintenance capital expenditures for the six months ended June 30, 2011 were approximately $41 million and our estimated capital expenditures for the remainder of this year to maintain our systems are approximately $41 million. Our estimated capital expenditures related to pipeline expansions for the remainder of 2011 are not significant.

~~Table~~ We believe we have adequate liquidity available to us to meet our capital requirements and our existing operating needs through cash flows from operating activities and amounts available to us under El Paso’s cash management program. In addition, we are eligible to borrow amounts available under an El Paso revolving credit facility and are only liable for amounts we directly borrow. During the first half of ~~Contents~~2011, El Paso refinanced this credit facility and reduced its overall borrowing capacity from $1.5 billion to $1.25 billion. Certain collateral restrictions under the facility have been modified providing El Paso’s master limited partnership the ability to acquire up to 100 percent ownership interests in us or another El Paso subsidiary, or some combination thereof. This credit facility provides for an elimination of collateral support upon El Paso achieving investment grade status by one of the rating agencies. There were no other significant changes to our restrictive covenants from those reported in our 2010 Annual Report on Form 10-K, other than a change in pricing. Our cost to borrow under the El Paso credit facility has increased to LIBOR plus 2.25. As of June 30, 2011, El Paso had $1.0 billion of capacity remaining and available to us and our affiliates under this credit agreement, and none of the amount outstanding under the facility was issued or borrowed by us. For a further discussion of this credit agreement, see our 2010 Annual Report on Form 10-K. While we do not anticipate a need to directly access the financial markets in the remainder of 2011 for any of our operating activities or expansion capital needs based on liquidity available to us, market conditions may impact our ability to act opportunistically.

~~Liquidity and Capital Resources~~11

OurTable primary sources of liquidity are cash flows from operating activities and amounts available to us under El Paso’s cash management program while our primary uses of cash are for working capital, capital expenditures and debt service requirements. At March 31, 2011, we had a note receivable from El Paso of $867 million. We do not intend to settle any amounts owed under this note within the next twelve months and therefore classified it as non-current on our balance sheet. We periodically evaluate our operating cash flows, after consideration of our capital and other requirements, to determine potential discretionary dividends of our note receivable to our parent. Based on our evaluation, during the first quarter of 2011, we utilized $21 million of our note receivable from the cash management program to pay a dividend to our parent. See Item 1, Financial Statements, Note 5, for a further discussion of El Paso’s cash management program. Contents

~~For~~Commitments ~~the quarter ended March 31, 2011 compared with the same period in 2010, our operating cash flows decreased by approximately $37 million primarily due to lower reservation revenues~~ and ~~the~~ ~~acceleration of the collection of accounts receivable in the first quarter of 2010 due to entering into the accounts receivable sales program.~~Contingencies

~~Our~~ For ~~cash~~a ~~capital~~further ~~expenditures~~discussion ~~for~~of ~~the~~our ~~quarter~~commitments ~~ended~~and ~~March 31~~contingencies, ~~2011~~see ~~and~~Item 1, ~~our~~Financial Statements, ~~estimated~~Note ~~capital~~3 ~~expenditures~~which ~~for~~is ~~the~~incorporated ~~remainder~~herein ofby ~~this~~reference ~~year to expand~~ and ~~maintain~~ our ~~systems~~2010 ~~are~~Annual ~~listed~~Report ~~below:~~on Form 10-K.

	Quarter Ended March 31, 2011		2011 Remaining		Total
	(In millions)
Maintenance	$	23	$	65	$	88
Expansion		—		2		2
	$	23	$	67	$	90

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We Omitted ~~believe we have adequate liquidity available to us to meet our capital requirements and our existing operating needs through cash flows~~ from ~~operating~~this ~~activities~~report ~~and~~pursuant ~~amounts available~~ to ~~us under El Paso’s cash management program. In addition to~~ the ~~cash~~reduced ~~management~~disclosure ~~program~~format ~~above,~~permitted weby ~~are~~General Instruction ~~eligible~~H to borrow amounts available under El Paso’s $1.5 billion credit agreement and are only liable for amounts we directly borrow. As of March 31, 2011, El Paso had $909 million of capacity remaining and available to us and our affiliates under this credit agreement, and none of the amount outstanding under the facility was issued or borrowed by us. For a further discussion of this credit agreement, see our 2010 Annual Report on Form 10-KQ. While we do not anticipate a need to directly access the financial markets in the remainder of 2011 for any of our operating activities or expansion capital needs based on liquidity available to us, market conditions may impact our ability to act opportunistically.

11Item 4. Controls and Procedures

~~Table~~Evaluation of ~~Contents~~Disclosure Controls and Procedures

~~Commitments~~ As of June 30, 2011, we carried out an evaluation under the supervision and ~~Contingencies~~with the participation of our management, including our President and Chief Financial Officer (CFO), as to the effectiveness, design and operation of our disclosure controls and procedures. This evaluation considered the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in the U.S. Securities and Exchange Commission reports we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act) is accurate, complete and timely. Our management, including our President and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent and/or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and CFO concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15(e) and 15d — 15(e)) were effective as of June 30, 2011.

~~For~~Changes ain ~~further~~Internal ~~discussion~~Control ofOver ~~our commitments and contingencies, see Item 1,~~ Financial ~~Statements, Note 3 which is incorporated herein by reference and our 2010 Annual Report on Form 10-K.~~Reporting

~~Item~~ There 3.were ~~Quantitative~~no ~~and~~changes ~~Qualitative~~in ~~Disclosures~~our ~~About~~internal ~~Market~~control ~~Risk~~over financial reporting during the second quarter of 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

~~Omitted from this report pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.~~12

ItemTable 4.of Controls and ProceduresContents

~~Evaluation~~PART ofII ~~Disclosure~~— ~~Controls~~OTHER ~~and Procedures~~INFORMATION

As of March 31, 2011, we carried out an evaluation under the supervision and with the participation of our management, including our President and Chief Financial Officer (CFO), as to the effectiveness, design and operation of our disclosure controls and proceduresItem 1. ~~This~~Legal evaluation considered the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in the U.S. Securities and Exchange Commission reports we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act) is accurate, complete and timely. Our management, including our President and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent and/or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and CFO concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)) were effective as of March 31, 2011.Proceedings

~~Changes~~ See inPart I, ~~Internal~~Item 1, ~~Control~~Financial ~~Over~~Statements, ~~Financial~~Note ~~Reporting~~3, which is incorporated herein by reference.

~~There~~Item 1A. ~~were~~Risk no changes in our internal control over financial reporting during the first quarter of 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.Factors

12CAUTIONARY STATEMENTS FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

~~Table~~ This report contains forward-looking statements within the meaning of ~~Contents~~the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions or beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and differences between assumed facts and actual results can be material, depending upon the circumstances. Where, based on assumptions, we or our management express an expectation or belief as to future results, that expectation or belief is expressed in good faith and is believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur, be achieved or accomplished. The words “believe,” “expect,” “estimate,” “anticipate,” and similar expressions will generally identify forward-looking statements. All of our forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report.

~~PART~~ Important IIfactors that could cause actual results to differ materially from estimates or projections contained in forward-looking statements are described in our 2010 Annual Report on Form 10-K under Part —I, ~~OTHER~~Item 1A, ~~INFORMATION~~Risk Factors. There have been no material changes in these risk factors since that report.

Item 1 2. ~~Legal~~Unregistered ~~Proceedings~~Sales of Equity Securities and Use of Proceeds

~~See~~ Omitted ~~Part~~from I,this ~~Item 1,~~report ~~Financial~~pursuant ~~Statements,~~to ~~Note~~the 3,reduced ~~which~~disclosure isformat ~~incorporated~~permitted ~~herein~~ by ~~reference~~General Instruction H to Form 10-Q.

Item 1A 3. ~~Risk~~Defaults ~~Factors~~Upon Senior Securities

~~CAUTIONARY~~ Omitted ~~STATEMENTS~~from ~~FOR~~this ~~PURPOSES~~report OFpursuant ~~THE~~to ~~“SAFE~~the ~~HARBOR”~~reduced ~~PROVISIONS~~disclosure OFformat permitted by General Instruction H to Form 10-Q.

~~THE~~Item 4. ~~PRIVATE~~(Removed ~~SECURITIES~~and ~~LITIGATION REFORM ACT OF 1995~~Reserved)

~~This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995~~Item 5. ~~These~~Other forward-looking statements are based on assumptions or beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and differences between assumed facts and actual results can be material, depending upon the circumstances. Where, based on assumptions, we or our management express an expectation or belief as to future results, that expectation or belief is expressed in good faith and is believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur, be achieved or accomplished. The words “believe,” “expect,” “estimate,” “anticipate,” and similar expressions will generally identify forward-looking statements. All of our forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report.Information

Important factors that could cause actual results to differ materially from estimates or projections contained in forward-looking statements are described in our 2010 Annual Report on Form 10-K under Part I, Item 1A, Risk Factors None. ~~There have been no material changes in these risk factors since that report.~~

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~13

OmittedTable fromof this report pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.Contents

Item 3 6. ~~Defaults Upon Senior Securities~~Exhibits

~~Omitted~~ The ~~from~~Exhibit Index ~~this~~is ~~report~~incorporated ~~pursuant~~herein ~~to the reduced disclosure format permitted~~ by ~~General Instruction H to Form 10-Q~~reference.

~~Item~~ The 4agreements included as exhibits to this report are intended to provide information regarding their terms and not to provide any other factual or disclosure information about us or the other parties to the agreements. ~~(Removed~~The agreements may contain representations and ~~Reserved)~~warranties by the parties to the agreements, including us, solely for the benefit of the other parties to the applicable agreement and:

~~Item~~• 5.should ~~Other~~not ~~Information~~in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; • may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; • may apply standards of materiality in a way that is different from what may be viewed as material to certain investors; and • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

~~None~~ Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

1314

~~Item 6. Exhibits~~SIGNATURES

~~The~~ Pursuant ~~Exhibit Index~~to isthe ~~incorporated~~requirements ~~herein~~of the Securities Exchange Act of 1934, El Paso Natural Gas Company has duly caused this report to be signed on its behalf by ~~reference~~the undersigned thereunto duly authorized.

The agreements included as exhibits to this report are intended to provide information regarding their terms and not to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by the parties to the agreements, including us, solely for the benefit of the other parties to the applicable agreement and:


	EL PASO NATURAL GAS COMPANY
Date: August 5, 2011	/s/ James J Cleary
	James J. Cleary
	President (Principal Executive Officer)


Date: August 5, 2011	/s/ John R. Sult
	John R. Sult
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; • may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; • may apply standards of materiality in a way that is different from what may be viewed as material to certain investors; and • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.15

Accordingly,Table these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.Contents

14EL PASO NATURAL GAS COMPANY

~~Table~~EXHIBIT ~~of Contents~~INDEX

~~SIGNATURES~~ Each exhibit identified below is filed as a part of this Report. Exhibits filed with this Report are designated by “*”. All exhibits not so designated are incorporated herein by reference to a prior filing as indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, El Paso Natural Gas Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Exhibit
Number		Description
10.A		Fourth Amended and Restated Credit Agreement, dated as of May 27, 2011, among El Paso Corporation, El Paso Natural Gas Company and Tennessee Gas Pipeline Company, as Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 3, 2011).

10.B		Fourth Amended and Restated Security Agreement, dated as of May 27, 2011, among El Paso Corporation, the persons referred to therein as Pipeline Company Borrowers, the persons referred to therein as Subsidiary Grantors, and JPMorgan Chase Bank, N.A., as Collateral Agent and Depository Bank (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on June 3, 2011).

* 31.A		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* 31.B		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* 32.A		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* 32.B		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS		XBRL Instance Document.

*101.SCH		XBRL Schema Document.

*101.CAL		XBRL Calculation Linkbase Document.

*101.LAB		XBRL Labels Linkbase Document.

*101.PRE		XBRL Presentation Linkbase Document.

	EL PASO NATURAL GAS COMPANY
Date: May 6, 2011	/s/ James J. Cleary
	James J. Cleary President (Principal Executive Officer)
Date: May 6, 2011	/s/ John R. Sult
	John R. Sult Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Table of Contents

EL PASO NATURAL GAS COMPANY

EXHIBIT INDEX

Each exhibit identified below is filed as a part of this report.

Exhibit Number	Description
31.A	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.B	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.A	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.B	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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