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)




                  TENNESSEE GAS PIPELINE COMPANY
      (Exact name of Registrant as specified in its charter)


     Delaware             1-4101             74-1056569
  (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.


                              TENNESSEE GAS PIPELINE 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.