Mail Stop 03-08


								April 21, 2005


By Facsimile and U.S. Mail

Mr. Thomas F. Karam
Chief Executive Officer
Panhandle Eastern Pipe Line Company, LP
5444 Westheimer Road
Houston, Texas 77056-5306

	RE:	Form 10-K for the Fiscal Year Ended December 31, 2004
		File Date: March 16, 2005
		File No. 001-02921


Dear Mr. Karam:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.








Form 10-K for the Fiscal Year Ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Results of
Operations and Financial Condition


Contractual Commitments, page 14
1. In future filings please consider revising this table to
include
planned funding of employee postretirement benefit obligations.
Since the table is aimed at increasing transparency of cash flow,
we
believe these payments should be included in the table.  If you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded item and provide any additional
information that is material to an understanding of your cash
requirements.  Refer to Item 303(a)(5) of Regulation S-K and
Section
IV.A and footnote 46 to the Commission`s MD&A Guidance issued
December 19, 2003 available at www.sec.gov.

Consolidated Financial Statements
Notes to Consolidated Financial Statements

Note II - Summary of Significant Accounting Policies and Other
Matters

Revenues, page F-10
2. In future filings please revise your revenue recognition policy
to
elaborate on the timing of revenue recognition for your
transportation, storage, and terminalling activities.  In this
regard, we find your disclosure that revenues are recognized as
service is provided to be somewhat ambiguous.  For example, it is
unclear whether revenues are recognized at the time gas is
delivered
or at some time prior to delivery to the customer.  If revenues
are
recognized prior to delivery, ensure your revised disclosure is
clear
in terms of your basis in GAAP for recording revenues prior to
delivery.  Please also ensure the revised disclosure is clear in
terms of how imbalance cash out gains and losses affect recorded
revenues.  Show us supplementally how the revised disclosures will
read.

3. In future filings please provide Schedule II - Valuation and
Qualifying Accounts for the activity in your sales allowance
account
related to potential rate adjustments.  Alternatively, you may
provide such disclosure in the notes to the financial statements
or
MD&A.  See Rules 5-04 and 12-09 of Regulation S-X.  Supplementally
provide us with a roll forward of the activity in this reserve
account for each period presented. To the extent that changes in
the
reserves are material to an understanding of the company`s results
of
operations or financial condition, revise your Managements`
Discussion and Analysis (MD&A) accordingly.
Note XIV - Commitments and Contingencies

Other Commitments and Contingencies, page F-28
4. Based on your disclosure on page F-28, we understand that the
purchase price allocation for your June 2003 acquisition by
Southern
Union has not yet been finalized due to your continuing assessment
of
a particular contingent liability.  Please tell us more about this
pre-acquisition contingency, including whether any liability has
been
recorded, why you have been unable to determine a final value for
the
pre-acquisition liability given that well over a year has passed
since the acquisition, why you believe any adjustment to the value
of
the liability should be recorded as an adjustment to the purchase
price allocation, and when you expect the purchase price
allocation
will be finalized.  Ensure your response references the basis in
GAAP
for your accounting.   Also provide us additional information
regarding the potential effects of this issue on the final
purchase
price allocation and/or post-acquisition operating results.
Future
filings should be revised to include all of this information as
well.
We may have further comment.

*******


      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;


* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

   If you have any questions regarding these comments, please
direct
them to Staff Accountant David DiGiacomo at (202) 824-5493.  In
his
absence, direct your questions to Robyn Manuel at (202) 942-7786.
Any other questions may be directed to me at (202) 942-2905.

Sincerely,



                George F. Ohsiek, Jr.
    Branch Chief



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Mr. Thomas F. Karam
Chief Executive Officer
Panhandle Eastern Pipe Line Company, LP
April 21, 2005
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