As filed with the Securities and Exchange Commission on November 21, 2003
Registration No. 333-61536
________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Post-Effective Amendment No. 2
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
The purpose of this Post-Effective Amendment No. 2 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), is to amend the Company's Post-Effective
Amendment No. 1 filed on August 20, 2003.
Post-Effective Amendment No. 1 was filed to de-register 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. 2 to de-
register $ 663,280,000 aggregate principal amount at maturity of
Debentures and 3,175,249 shares of Common Stock originally registered by
the Registration Statement that 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 Post-Effective Amendment No. 2 to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on November 21, 2003.
EL PASO CORPORATION
By: /s/ Douglas L. Foshee
----------------------------
Douglas L. Foshee
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
Post Effective Amendment No. 2 has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- -----
/s/ Douglas L. Foshee
-------------------- Chief Executive Officer, November 21, 2003
Douglas L. Foshee President and
Director
(Principal Executive
Officer)
/s/ D. Dwight Scott
-------------------- Executive Vice President November 21, 2003
D. Dwight Scott and Chief Financial
Officer
(Principal Financial
Officer)
/s/ Jeffrey I. Beason
--------------------- Senior Vice President November 21, 2003
Jeffrey I. Beason and Controller
(Principal Accounting
Officer)
* Chairman of the Board November 21, 2003
--------------------- and Director
Ronald L. Kuehn, Jr.
* Director November 21, 2003
---------------------
John M. Bissell
* Director November 21, 2003
---------------------
Juan Carlos Braniff
* Director November 21, 2003
---------------------
James L. Dunlap
* Director November 21, 2003
---------------------
Robert W. Goldman
* Director November 21, 2003
---------------------
Anthony W. Hall, Jr.
* Director November 21, 2003
---------------------
J. Carleton MacNeil, Jr.
* Director November 21, 2003
---------------------
J. Michael Talbert
* Director November 21, 2003
---------------------
Malcolm Wallop
* Director November 21, 2003
---------------------
John L. Whitmire
* Director November 21, 2003
---------------------
Joe B. Wyatt
* /s/ D. Dwight Scott
_____________________
D. Dwight Scott
Attorney-in-fact