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:  February 12, 2003
    (Date of Earliest Event Reported:  February 11, 2003)

                     EL PASO CORPORATION
   (Exact name of Registrant as specified in its charter)

     Delaware             1-14365            76-0568816
  (State or other    (Commission File     (I.R.S. Employer
  jurisdiction of         Number)       Identification No.)
 incorporation or

                      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

   On February 11, 2003, Moody's Investors Service announced it
downgraded the debt ratings  of  El  Paso  Corporation's senior
unsecured notes from  Ba2 to  Caa1  with  a  ratings outlook of
negative, and our  pipeline  operating  Companies' ratings were
lowered from Ba1 to B1.

   Although  it  is difficult to  predict  actual  cash  demands
based on the Moody's downgrade, we estimate that the incremental
cash demand required by our lower debt ratings (inclusive of the
Standard and Poor's  downgrade  on  February 7, 2003)  would  be
approximately $200  million. We are  therefore  maintaining  our
prior $2.2 billion estimate for total  cash  demands  associated
with lowered debt ratings.

This document includes forward-looking statements and projections,
made in reliance on the safe harbor  provisions  of  the  Private
Securities Litigation Reform Act  of  1995. The company  has made
every  reasonable  effort  to  ensure that  the information  and
assumptions  on  which  these  statements  and  projections  are
based are current, reasonable, and complete.  However, a variety
of factors could cause actual results to differ materially  from
the  projections,  anticipated  results  or  other  expectations
expressed in this filing,  including,  without  limitation,  the
positive acceptance of the plan  to  exit  the   energy  trading
business by the credit  rating  agencies;  the  accounting  and
financial consequences of the plan to exit the  energy  trading
business; the demand by third parties for cash collateral; the
successful implementation of the 2003 business plan; and other
factors described  in  the  company's  (and  its  affiliates')
Securities and Exchange Commission filings.  While  the  company
makes these statements and projections in good faith, neither the
company nor its management can guarantee that anticipated future
results will be achieved. Reference must be made to those filings
for additional important factors that may affect actual results


     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

                              EL PASO CORPORATION

                                By: /s/ Jeffrey I. Beason
                                   Jeffrey I. Beason
                                 Senior Vice President
                                     and Controller
                             (Principal Accounting Officer)

Dated:  February 12, 2003