As filed with the Securities and Exchange Commission on August 20, 2003
Registration No. 333-61536
________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
El Paso Corporation
(Exact name of registrant as specified in its charter)
Delaware 76-0568816
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
________________________
El Paso Corporation Peggy A. Heeg
El Paso Building El Paso Corporation
1001 Louisiana Street El Paso Building
Houston, Texas 77002 1001 Louisiana Street
(713) 420-2600 Houston, Texas 77002
(Address, including zip code, and (713) 420-2600
telephone (Name, address, including zip code,
number, including area code, of and telephone
registrant's number, including area code, of
principal executive offices) agent for service)
________________________
Copies to:
David F. Taylor Kelly J. Jameson, Esq.
Locke Liddell & Sapp LLP El Paso Corporation
3400 JPMorgan Chase Tower El Paso Building
600 Travis Street 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
(713) 226-1200 (713) 420-2017
________________________
A registration fee was previously calculated and paid in connection
with the filing of this Registration Statement.
________________________
The Registrant hereby requests that this Post-Effective Amendment
No. 1 become effective as soon as practicable pursuant to Section 8(c)
of the Securities Act of 1933.
DE-REGISTRATION
This Post-Effective Amendment No. 1 to our Registration Statement
on Form S-3 initially filed on May 24, 2001 and subsequently declared
effective by the Securities and Exchange Commission (No. 333-61536), de-
registers our Zero Coupon Convertible Debentures Due February 28, 2021
(the "Debentures") and certain shares of our Common Stock. We
previously registered pursuant to the Registration Statement up to
$1,766,500,000 aggregate principal amount at maturity of the Debentures
and up to 8,456,621 shares of our Common Stock into which the Debentures
are convertible for resale by the selling security holders named
therein. The offering contemplated by the Registration Statement has
terminated by virtue of the sale of the Debentures and the shares or the
expiration of our contractual obligation to maintain the effectiveness
of the Registration Statement. Pursuant to the undertaking contained in
the Registration Statement, we are filing this Post-Effective Amendment
No. 1 to de-register such number of Debentures and shares originally
registered by the Registration Statement as remain unsold as of the
termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on August 20, 2003.
EL PASO CORPORATION
By: /s/ Ronald L. Kuehn, Jr.
-----------------------------
Ronald L. Kuehn, Jr.
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
D. Dwight Scott and Peggy A. Heeg, and each of them as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of
such person, individually and in each capacity stated below, and to file
any and all amendments to this Registration Statement, including any and
all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- -----
/s/ Ronald L. Kuehn, Jr. Chairman of the Board, August 20, 2003
------------------------ Chief Executive Officer
Ronald L. Kuehn, Jr. and Director
(Principal Executive
Officer)
/s/ D. Dwight Scott Executive Vice President August 20, 2003
------------------------ and Chief Financial
D. Dwight Scott Officer
(Principal Financial
Officer)
Jeffrey I. Beason Senior Vice President August 20, 2003
------------------------ and Controller
Jeffrey I. Beason (Principal Accounting
Officer)
/s/ John M. Bissell Director August 20, 2003
------------------------
John M. Bissell
/s/ Juan Carlos Braniff Director August 20, 2003
------------------------
Juan Carlos Braniff
/s/ James L. Dunlap Director August 20, 2003
------------------------
James L. Dunlap
/s/ Robert W. Goldman Director August 20, 2003
------------------------
Robert W. Goldman
/s/ Anthony W. Hall, Jr. Director August 20, 2003
-------------------------
Anthony W. Hall, Jr.
/s/ J. Carleton MacNeil, Jr. Director August 20, 2003
-------------------------
J. Carleton MacNeil,Jr.
/s/ Thomas R. McDade Director August 20, 2003
-------------------------
Thomas R. McDade
/s/ J. Michael Talbert Director August 20, 2003
-------------------------
J. Michael Talbert
/s/ Malcolm Wallop Director August 20, 2003
-------------------------
Malcolm Wallop
/s/ John L. Whitmire Director August 20, 2003
-------------------------
John L. Whitmire
/s/ Joe B. Wyatt Director August 20, 2003
-------------------------
Joe B. Wyatt