UNITED STATES
             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 of Report:  August 10, 2004
      (Date of Earliest Event Reported August 10, 2004)




                 EL PASO NATURAL GAS COMPANY
   (Exact name of Registrant as specified in its charter)


     Delaware             1-2700             74-0608280
  (State or other    (Commission File     (I.R.S. Employer
  jurisdiction of         Number)       Identification No.)
 incorporation or
   organization)


                      El Paso Building
                    1001 Louisiana Street
                    Houston, Texas 77002
     (Address of principal executive offices) (Zip Code)



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


Item 5.  Other Events and Regulation FD Disclosure
         -----------------------------------------
     On  August  10,  2004,  our  parent  company,  El  Paso
Corporation,  announced  that  it  had  received  additional
waivers  on  our  $3-billion revolving credit  facility  and
certain other financings.  In connection with these waivers,
we  amended the $3-billion revolving credit facility to  (i)
limit  our ability and that of our consolidated subsidiaries
to  repay indebtedness that is not scheduled to occur before
June 30, 2005 (the maturity date under such revolving credit
facility) and (ii) modify one of the events of default under
the  credit  facility.   A copy of  this  press  release  is
attached  as  Exhibit  99.A and is  incorporated  herein  by
reference.   A  copy of the full amendment  is  attached  as
Exhibit 99.B and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits
         ---------------------------------
         (c)  Exhibits.

              Exhibit
              Number       Description
              -------      -----------
               99.A        Press Release dated August 10, 2004.

               99.B        Second   Amendment  to  the   $3,000,000,000
                           Revolving Credit Agreement and Third  Waiver
                           dated  as  of August 6, 2004 among  El  Paso
                           Corporation,  El Paso Natural  Gas  Company,
                           Tennessee   Gas   Pipeline   Company,    ANR
                           Pipeline  Company  and  Colorado  Interstate
                           Gas   Company,  as  Borrowers,  the  Lenders
                           party  hereto  and JPMorgan Chase  Bank,  as
                           Administrative  Agent, ABN  AMRO  Bank  N.V.
                           and   Citicorp  North  America,   Inc.,   as
                           Co-Documentation  Agents, Bank  of  America,
                           N.A. and Credit Suisse First Boston, as  Co-
                           Syndication Agents.


                         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.


                              EL PASO NATURAL GAS COMPANY



                              By:      /s/ Greg G. Gruber
                                 ------------------------------
                                         Greg G. Gruber
                             Senior Vice President, Chief Financial
                                 Officer, Treasurer and Director
                          (Principal Financial and Accounting Officer)

Dated:  August 10, 2004


                        EXHIBIT INDEX

     Exhibit
     Number       Description
     -------      -----------
      99.A        Press Release dated August 10, 2004.

      99.B        Second   Amendment  to  the   $3,000,000,000
                  Revolving Credit Agreement and Third  Waiver
                  dated  as  of August 6, 2004 among  El  Paso
                  Corporation,  El Paso Natural  Gas  Company,
                  Tennessee   Gas   Pipeline   Company,    ANR
                  Pipeline  Company  and  Colorado  Interstate
                  Gas   Company,  as  Borrowers,  the  Lenders
                  party  hereto  and JPMorgan Chase  Bank,  as
                  Administrative  Agent, ABN  AMRO  Bank  N.V.
                  and   Citicorp  North  America,   Inc.,   as
                  Co-Documentation  Agents, Bank  of  America,
                  N.A. and Credit Suisse First Boston, as  Co-
                  Syndication Agents.