Filed
pursuant to
Rule 424(b)(7)
Registration
No.
333-127797
Prospectus
Supplement No. 5
to
Prospectus Dated February 13, 2006
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, as amended and supplemented, 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 and 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 August 16, 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 is 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:
|
Ownership
Before Offering
|
Securities
Offered by this Prospectus
|
Ownership
After Offering
|
||||||||||||||
|
Name
|
Preferred
|
Common
|
Preferred
|
Common
|
Preferred
|
Common
|
%
of
Common(1)
|
|||||||||
|
ING
MFS
Utilities Portfolio
|
|
1,730
|
|
132,822
|
|
1,730
|
|
132,822
|
|
0
|
|
0
|
|
*
|
||
|
John
Hancock
Trust Utilities Trust
|
1,350
|
103,647
|
1,350
|
103,647
|
0
|
0
|
*
|
|||||||||
|
MFS
Variable
Insurance Trust-MFS Utilities Series
|
|
11,000
|
|
844,530
|
|
11,000
|
|
844,530
|
|
0
|
|
0
|
|
*
|
||
|
MFS
Utilities
Fund A Series of MFS Series Trust VI
|
17,000
|
1,305,182
|
17,000
|
1,305,182
|
0
|
0
|
*
|
|||||||||
|
*
|
Less
than
1%.
|
|||||||||||||||
|
|
|
|||||||||||||||
|
(1)
|
Based
on
695,949,316 shares of common stock outstanding as of August 3,
2006.
|
|||||||||||||||