UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report: November~~Section 3,13 ~~2010~~ or 15(d) of the

Securities Exchange Act of 1934

Date of Report: November 19, 2010

SOUTHERN NATURAL GAS COMPANY

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 1-2745 (Commission File Number) 63-0196650 (I.R.S. Employer Identification No.)


Delaware	1-2745	63-0196650
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

El Paso Building ~~1001 Louisiana Street Houston, Texas 77002~~

1001 Louisiana Street

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (713) 420-2600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 25.0201 Change ~~Results~~ of ~~Operations~~Control ~~and~~of ~~Financial Condition.~~Registrant

On November 3 19, 2010, El Paso Pipeline Partners, L.P. ~~(EPB) announced~~entered ~~earnings~~into ~~results~~agreements for and completed the ~~quarter~~ ~~ended~~acquisition ~~September 30~~of an additional 15% interest in Southern Natural Gas Company from El Paso Corporation. Previously, ~~2010~~El Paso Pipeline Partners, L.P. owned 45% and ~~included~~El ~~certain~~Paso ~~information~~Corporation ~~about~~owned us55% of our general partnership interests. El Paso Pipeline Partners, ~~including~~L.P. ~~the following:~~ now owns a 60% general partner interest in us.

El Paso Pipeline Partners, L.P. ~~Earnings~~ acquired the additional 15% interest in Southern Natural Gas Company, as well as the remaining 49% member interests in both El Paso Elba Express Company, L.L.C. and Southern LNG Company, L.L.C. from ~~SNG (In~~El ~~millions) (Unaudited)~~ Paso Corporation in exchange for consideration of $1,133 million. El Paso Pipeline Partners, L.P.’s source for the cash consideration was a combination of the net proceeds realized in connection with its September 2010 and November 2010 equity offerings, as well as its November 2010 public offering of senior notes.

	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(In millions)						(In millions)
SNG
EBIT	$	76		$	61		$	243		$	188
Interest and debt expense, net		(16	)		(16	)		(48	)		(48	)
Affiliated interest income		—			—			1			1
Net income		60			45			196			141
Equity in earnings from SNG*	$	27.1		$	11.2		$	62.2		$	35.7

In connection with this transaction, on November 19, 2010, our general partners entered into the Fourth Amendment to our General Partnership Agreement to reflect that El Paso Pipeline Partners, L.P. and El Paso Corporation, through their ownership of our general partners, now own 60% and 40% respectively of the general partnership interests in Southern Natural Gas Company. In addition, the Fourth Amendment to our General Partnership Agreement reflects that El Paso Pipeline Partners, L.P. will have three representatives and El Paso Corporation will have one representative on our management committee. A copy of the Fourth Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated November 19, 2010, is attached as Exhibit 3 to this Report on Form 8-K.

*EquityItem in5.03 Amendments ~~earnings reflects our 25 percent interest in SNG prior~~ to ~~the~~Articles ~~effect~~ of ~~the~~Incorporation ~~announced~~or ~~June 2010 transaction.~~By-Laws; AnChange ~~additional 20 percent interest~~ in ~~SNG~~Fiscal ~~was acquired in June 2010 and, as a result, EPB owns an aggregate 45 percent general partner interest in SNG.~~Year

~~Our~~The ~~management~~information ~~uses~~included ~~earnings~~in ~~before interest expense and income taxes (EBIT) as a measure to assess~~ the ~~operating~~first ~~results~~paragraph ~~and effectiveness~~ of ~~our~~Item ~~business,~~5.01 ~~which consists~~ of ~~consolidated operations~~this asCurrent ~~well~~Report ason anForm ~~investment~~8-K ~~in an unconsolidated affiliate. We believe EBIT~~ is ~~useful~~incorporated ~~to investors~~into ~~because~~this itItem ~~allows them to evaluate more effectively our operating performance using the same performance measure analyzed internally by our management~~5.03 Weof ~~define EBIT as net income adjusted for (i) income taxes, (ii) interest and debt expense, and (iii) affiliated interest income. We exclude interest and debt expense from~~ this ~~measure~~Current soReport ~~that~~on ~~investors~~Form ~~may evaluate our operating results without regard to our financing methods~~8-K. EBIT may not be comparable to measurements used by other companies. Additionally, EBIT should be considered in conjunction with net income and other performance measures such as operating income or operating cash flows.

In connection with El Paso Pipeline Partners, L.P.’s acquisition of an additional 15% interest in Southern Natural Gas Company, on November 19, 2010, our general partners entered into the Fourth Amendment to our General Partnership Agreement. The Fourth Amendment amended the General Partnership Agreement in the manner summarized below.

Annex I was amended to reflect that El Paso Pipeline Partners, L.P. and El Paso Corporation, through their ownership of our general partners, now own 60% and 40% respectively of the general partnership interests in Southern Natural Gas Company. Previously, El Paso Pipeline Partners, L.P. owned 45% and El Paso Corporation owned 55% of our general partnership interests. Annex I was also amended to reflect that El Paso Pipeline Partners, L.P. will have three representatives and El Paso Corporation will have one representative on our management committee. Previously, El Paso Corporation had three representatives and El Paso Pipeline Partners, L.P. had one representative on the management committee.

Section 6.2(h) of the General Partnership Agreement was deleted in its entirety and replaced with new Section 6.2(h). Both the previous Section 6.2(h) and new Section 6.2(h) specified matters requiring management committee approval. The revised Sections 6.2(h)(i)(C) and Section 6.2(h)(ii)(L) require unanimous approval by the management committee or general partners for Southern Natural Gas Company to mortgage or pledge assets with a value exceeding a total of $450 million; and majority approval by the management committee or general partners to mortgage or pledge assets with a value of $450 million and below. Previously, unanimous management committee or partner approval was required for the mortgage or pledge of assets regardless of their value. Revised Section 6.2(h)(i)(D) provides in part that unanimous approval is required from the management committee or the partners for the commencement or resolution of a general rate case before the Federal Energy Regulatory Commission if such proceeding resulted in Southern Natural Gas Company’s revenues to be reduced by a total of $100 million annually or for Southern Natural Gas Company to agree to pay in refunds or interest a total of $50 million annually. Previously, unanimous consent of the management committee or the partners was required for the commencement or resolution of any general rate case regardless of the dollar amounts involved in the proceeding.

The foregoing is merely a summary of the material amendment to the General Partnership Agreement and is qualified in its entirety by the Fourth Amendment to our General Partnership Agreement, a copy of which is included as Exhibit 3 to this Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

3		Fourth Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated November 19, 2010.

SIGNATURES

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

	SOUTHERN NATURAL GAS COMPANY



	By:	/s/ John R. Sult
		John R. Sult
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Dated: November 3 23, 2010

EXHIBIT INDEX

Exhibit Number		Description

3		Fourth Amendment to the General Partnership Agreement of Southern Natural Gas Company, dated November 19, 2010.

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