Prospectus
Supplement No. 1
to
Prospectus Dated February 13, 2006
Filed
pursuant to
Rule 424(b)(7)
Registration
No.
333-127797
El Paso
Corporation
750,000
Shares of
4.99% Convertible Perpetual Preferred Stock
(liquidation
preference $1,000 per share)
57,581,550
Shares
of Common Stock
issuable
upon
conversion of the Preferred Stock
This
prospectus
supplement updates and amends certain information contained in the prospectus
dated February 13, 2006, relating to the offer and resale, from time to time,
of
up to 750,000 shares of 4.99% Convertible Perpetual Preferred Stock
(liquidation preference $1,000 per share), par value $0.01 per share, and
the shares of our common stock, par value $3.00 per share, issuable upon
the conversion of the preferred stock. The terms of the preferred stock are
set
forth in the prospectus an any supplements or amendments thereto. This
prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus and any amendments or supplements
thereto. This prospectus supplement is qualified by reference to the prospectus
and any amendments or supplements thereto, except to the extent that the
information in this prospectus supplement supersedes the information contained
in the prospectus or in any prospectus supplement
Investing
in the preferred stock or common stock involves risks. See “Risk Factors”
beginning on page 6 of the prospectus.
Neither
the
Securities and Exchange Commission nor any other regulatory body has approved
or
disapproved of these securities or passed on the accuracy or adequacy of this
prospectus or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The
date of this
prospectus is April 26, 2006.
SELLING
STOCKHOLDERS
The
information in
the table appearing under the caption “Selling Stockholders” beginning on page
36 of the prospectus dated February 13, 2006 are modified by adding the
information below with respect to persons not previously listed in the
prospectus or in any amendments or supplements thereto, and by superseding
the
information with respect to persons previously listed in the prospectus or
in
any amendments or supplements thereto with the information that is set forth
below
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Securities
Offered by
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Ownership
Before Closing
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this
Prospectus
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Ownership
After Offering
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Name
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Preferred
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Common
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Preferred
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Common
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Preferred
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Common
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%
of
Common(1)
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Basso
Five
Sticks, L.P.
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500
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38,388
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500
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38,388
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0
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0
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*
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Basso
Holdings Ltd.
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7,500
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575,815
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7,500
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575,815
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0
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0
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*
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Basso
Fund
Ltd.
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500
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38,388
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500
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38,388
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0
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0
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*
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Basso
Multi-Strategy Holding Fund L.P. (2)
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1,500
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115,163
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1,500
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115,163
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0
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0
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*
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*
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Less
than
1%.
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(1)
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Based
on
659,230,080 shares of common stock outstanding as of March 31,
2006.
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(2)
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Basso
Capital
Management, L.P is the investment manager of this selling stockholder.
Howard Fischer is a managing member of the general partner of the
investment manager and has ultimate responsibility for trading of
this
selling stockholder. Mr. Fischer disclaims ultimate beneficial ownership
of the preferred and common stock.
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