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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------

                                   FORM 10-Q

(Mark One)
[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM                  TO

                         COMMISSION FILE NUMBER 1-4101

                             ---------------------

                         TENNESSEE GAS PIPELINE COMPANY
             (Exact Name of Registrant as Specified in its Charter)

                                            
                   DELAWARE                                      74-1056569
         (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)

               EL PASO BUILDING
            1001 LOUISIANA STREET
                HOUSTON, TEXAS                                     77002
   (Address of Principal Executive Offices)                      (Zip Code)



                        Telephone Number: (713) 420-2600

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X] No [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Common Stock, par value $5 per share. Shares outstanding on May 15, 2002:
208

     TENNESSEE GAS PIPELINE COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTION
H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED
DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.

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                        PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         TENNESSEE GAS PIPELINE COMPANY

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
                                  (UNAUDITED)



                                                              QUARTER ENDED
                                                                MARCH 31,
                                                              --------------
                                                              2002      2001
                                                              ----      ----
                                                                  
Operating revenues..........................................  $188      $214
                                                              ----      ----
Operating expenses
  Operation and maintenance.................................    60        56
  Depreciation, depletion and amortization..................    36        33
  Taxes, other than income taxes............................    13        13
                                                              ----      ----
                                                               109       102
                                                              ----      ----
Operating income............................................    79       112
                                                              ----      ----
Other income
  Earnings from unconsolidated affiliates...................     5         5
  Other, net................................................     1        --
                                                              ----      ----
                                                                 6         5
                                                              ----      ----
Income before interest, income taxes and other charges......    85       117
                                                              ----      ----
Non-affiliated interest and debt expense....................    28        28
Affiliated interest (income) expense, net...................    (2)        1
Income taxes................................................    17        28
                                                              ----      ----
                                                                43        57
                                                              ----      ----
Income before cumulative effect of accounting change........    42        60
                                                              ----      ----
Cumulative effect of accounting change, net of income
  taxes.....................................................    10        --
                                                              ----      ----
Net income..................................................  $ 52      $ 60
                                                              ====      ====


                            See accompanying notes.

                                        1


                         TENNESSEE GAS PIPELINE COMPANY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN MILLIONS, EXCEPT SHARE AMOUNTS)
                                  (UNAUDITED)



                                                              MARCH 31,    DECEMBER 31,
                                                                2002           2001
                                                              ---------    ------------
                                                                     
                                        ASSETS
Current assets
  Cash and cash equivalents.................................   $    4         $    4
  Accounts and notes receivable, net
    Customer................................................       75             78
    Affiliates..............................................      314            196
    Other...................................................      127            121
  Materials and supplies....................................       23             22
  Deferred income taxes.....................................       88             90
  Other.....................................................       13             14
                                                               ------         ------
         Total current assets...............................      644            525
                                                               ------         ------
Property, plant and equipment, at cost......................    2,931          2,923
  Less accumulated depreciation, depletion and
    amortization............................................      430            417
                                                               ------         ------
                                                                2,501          2,506
  Additional acquisition cost assigned to utility plant, net
    of accumulated amortization.............................    2,263          2,271
                                                               ------         ------
         Total property, plant and equipment, net...........    4,764          4,777
                                                               ------         ------
Other assets
  Investments in unconsolidated affiliates..................      170            155
  Other.....................................................       66             70
                                                               ------         ------
                                                                  236            225
                                                               ------         ------
         Total assets.......................................   $5,644         $5,527
                                                               ======         ======

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities
  Accounts payable
    Trade...................................................   $  100         $  137
    Affiliates..............................................       12             30
    Other...................................................       53             37
  Short-term borrowings.....................................      527            424
  Taxes payable.............................................      100             99
  Other.....................................................       87             74
                                                               ------         ------
         Total current liabilities..........................      879            801
                                                               ------         ------
Long-term debt..............................................    1,356          1,356
                                                               ------         ------
Other liabilities
  Deferred income taxes.....................................    1,255          1,243
  Other.....................................................      201            226
                                                               ------         ------
                                                                1,456          1,469
                                                               ------         ------

Commitments and contingencies

Stockholder's equity
  Common stock, par value $5 per share; authorized 300
    shares; issued 208 shares...............................       --            --
  Additional paid-in capital................................    1,410          1,410
  Retained earnings.........................................      543            491
                                                               ------         ------
         Total stockholder's equity.........................    1,953          1,901
                                                               ------         ------
         Total liabilities and stockholder's equity.........   $5,644         $5,527
                                                               ======         ======


                            See accompanying notes.

                                        2


                         TENNESSEE GAS PIPELINE COMPANY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
                                  (UNAUDITED)



                                                               QUARTER ENDED
                                                                 MARCH 31,
                                                              ---------------
                                                              2002       2001
                                                              -----      ----
                                                                   
Cash flows from operating activities
  Net income................................................  $  52      $ 60
  Adjustments to reconcile net income to net cash from
     operating activities
     Depreciation, depletion and amortization...............     36        33
     Undistributed earnings of unconsolidated affiliates....     (5)       (5)
     Deferred income tax expense............................     15         4
     Cumulative effect of accounting change.................    (10)       --
  Working capital changes...................................    (28)      (37)
  Non-working capital changes and other.....................     (8)      (12)
                                                              -----      ----
          Net cash provided by operating activities.........     52        43
                                                              -----      ----
Cash flows from investing activities
  Additions to property, plant and equipment................    (35)      (32)
  Net change in affiliated advances receivable..............   (120)      (52)
  Other.....................................................     --         2
                                                              -----      ----
          Net cash used in investing activities.............   (155)      (82)
                                                              -----      ----
Cash flows from financing activities
  Net borrowings of commercial paper........................    103        39
                                                              -----      ----
          Net cash provided by financing activities.........    103        39
                                                              -----      ----
Net change in cash and cash equivalents.....................     --        --
Cash and cash equivalents
  Beginning of period.......................................      4         4
                                                              -----      ----
  End of period.............................................  $   4      $  4
                                                              =====      ====


                            See accompanying notes.

                                        3


                         TENNESSEE GAS PIPELINE COMPANY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. BASIS OF PRESENTATION

     Our 2001 Annual Report on Form 10-K includes a summary of our significant
accounting policies and other disclosures. You should read it in conjunction
with this Quarterly Report on Form 10-Q. The financial statements as of March
31, 2002, and for the quarters ended March 31, 2002 and 2001, are unaudited. The
balance sheet as of December 31, 2001, is derived from the audited balance sheet
filed in our Form 10-K. These financial statements have been prepared pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission and
do not include all disclosures required by accounting principles generally
accepted in the United States. In our opinion, we have made all adjustments, all
of which are of a normal, recurring nature (except for a cumulative effect of
accounting change, which is discussed below), to fairly present our interim
period results. Information for interim periods may not necessarily indicate the
results of operations for the entire year due to the seasonal nature of our
businesses.

     Our accounting policies are consistent with those discussed in our Form
10-K, except as discussed below:

  Cumulative Effect of Accounting Change

     On January 1, 2002, we adopted Statement of Financial Accounting Standards
(SFAS) No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that upon adoption of SFAS No. 142, any
negative goodwill should be written off as a cumulative effect of a change in
accounting. Prior to adoption of the standards, we had negative goodwill
associated with an investment in an unconsolidated affiliate that we amortized
using the straight-line method. As a result of our adoption of these standards
on January 1, 2002, we recognized a $10 million gain, net of income taxes,
related to the write-off of this negative goodwill as a cumulative effect of an
accounting change in our income statement. The amortization of this negative
goodwill did not have a material impact on our reported income for the first
quarter of 2001 and would not have had a material impact on our reported income
for the first quarter of 2002 had we not adopted these standards in 2002.

  Asset Impairments

     On January 1, 2002, we adopted SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. The provisions of this statement supersede
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. There was no initial financial statement
impact of adopting this standard.

2. DEBT AND OTHER CREDIT FACILITIES

     We had $527 million in commercial paper at March 31, 2002, and $424 million
at December 31, 2001. Our weighted average interest rate on our commercial paper
was 2.7% at March 31, 2002, and at December 31, 2001, it was 3.2%.

3. COMMITMENTS AND CONTINGENCIES

  Legal Proceedings

     In 1997, we and a number of our affiliates were named defendants in actions
brought by Jack Grynberg on behalf of the U.S. Government under the False Claims
Act. Generally, these complaints allege an industry-wide conspiracy to under
report the heating value as well as the volumes of the natural gas produced from
federal and Native American lands, which deprived the U.S. Government of
royalties. These matters have been consolidated for pretrial purposes (In re:
Natural Gas Royalties Qui Tam Litigation, U.S. District Court for the District
of Wyoming, filed June 1997). In May 2001, the court denied the defendants'
motions to dismiss.

                                        4


     We and a number of our affiliates were named defendants in Quinque
Operating Company, et al v. Gas Pipelines and Their Predecessors, et al, filed
in 1999 in the District Court of Stevens County, Kansas. This class action
complaint alleges that the defendants mismeasured natural gas volumes and
heating content of natural gas on non-federal and non-Native American lands. The
Quinque complaint was transferred to the same court handling the Grynberg
complaint and has now been sent back to Kansas State Court for further
proceedings. A motion to dismiss this case is pending.

     In addition, we and our subsidiaries are named defendants in numerous
lawsuits and governmental proceedings that arise in the ordinary course of our
business. For each of these matters, we evaluate the merits of the case, our
exposure to the matter and possible legal or settlement strategies and the
likelihood of an unfavorable outcome. If we determine that an unfavorable
outcome is probable and can be estimated, we make the necessary accruals. As new
information becomes available, our estimates may change. The impact of these
changes may have a material effect on our results of operations. As of March 31,
2002, we had reserves of approximately $14 million for all outstanding legal
matters.

     While the outcome of the matters discussed above cannot be predicted with
certainty, based on information known to date and our existing accruals, we do
not expect the ultimate resolution of these matters will have a material adverse
effect on our on-going financial position, operating results or cash flows.

  Environmental Matters

     We are subject to extensive federal, state and local laws and regulations
governing environmental quality and pollution control. These laws and
regulations require us to remove or remedy the effect on the environment of the
disposal or release of specified substances at current and former operating
sites. As of March 31, 2002, we had a reserve of approximately $89 million for
expected remediation costs. In addition, we expect to make capital expenditures
for environmental matters of approximately $81 million in the aggregate for the
years 2002 through 2007. These expenditures primarily relate to compliance with
clean air regulations.

     Since 1988, we have been engaged in an internal project to identify and
deal with the presence of polychlorinated biphenyls (PCBs) and other substances,
including those on the Environmental Protection Agency (EPA) List of Hazardous
Substances, at compressor stations and other facilities we operate. While
conducting this project, we have been in frequent contact with federal and state
regulatory agencies, both through informal negotiation and formal entry of
consent orders, to ensure that our efforts meet regulatory requirements. We
executed a consent order in 1994 with the EPA, governing the remediation of the
relevant compressor stations and are working with the EPA, and the relevant
states regarding those remediation activities. We are also working with the
Pennsylvania and New York environmental agencies regarding remediation and
post-remediation activities at the Pennsylvania and New York stations.

     In November 1988, the Kentucky environmental agency filed a complaint in a
Kentucky state court alleging that we discharged pollutants into the waters of
the state and disposed of PCBs without a permit. The agency sought an injunction
against future discharges, an order to remediate or remove PCBs and a civil
penalty. We entered into agreed orders with the agency to resolve many of the
issues raised in the complaint and received water discharge permits from the
agency for our Kentucky compressor stations. The relevant Kentucky compressor
stations are being characterized and remediated under the 1994 consent order
with the EPA. Despite these remediation efforts, the agency may raise additional
technical issues or require additional remediation work in the future.

     In May 1995, following negotiations with our customers, we filed a
stipulation and agreement with the Federal Energy Regulatory Commission (FERC)
that established a mechanism for recovering a substantial portion of the
environmental costs identified in our internal remediation project. The
stipulation and agreement was effective July 1, 1995. Refunds may be required to
the extent actual eligible expenditures are less than amounts collected.

     We have been designated and have received notice that we could be
designated, or have been asked for information to determine whether we could be
designated, as a Potentially Responsible Party (PRP) with respect to one active
site under the Comprehensive Environmental Response, Compensation and Liability
Act

                                        5


(CERCLA) or state equivalents. We have sought to resolve our liability as a PRP
at these CERCLA sites, as appropriate, through indemnification by third parties
and settlements which provide for payment of our allocable share of remediation
costs. As of March 31, 2002, we have estimated our share of the remediation
costs at these sites to be between $1 million and $2 million and have provided
reserves that we believe are adequate for such costs. Since the clean-up costs
are estimates and are subject to revision as more information becomes available
about the extent of remediation required, and because in some cases we have
asserted a defense to any liability, our estimates could change. Moreover,
liability under the federal CERCLA statute is joint and several, meaning that we
could be required to pay in excess of our pro rata share of remediation costs.
Our understanding of the financial strength of other PRPs has been considered,
where appropriate, in the determination of our estimated liabilities. We
presently believe that based on our existing reserves, and information known to
date, the impact of the costs associated with these CERCLA sites will not have a
material adverse effect on our financial position, operating results or cash
flows.

     It is possible that new information or future developments could require us
to reassess our potential exposure related to environmental matters. We may
incur significant costs and liabilities in order to comply with existing
environmental laws and regulations. It is also possible that other developments,
such as increasingly strict environmental laws and regulations and claims for
damages to property, employees, other persons and the environment resulting from
our current or past operations, could result in substantial costs and
liabilities in the future. As this information becomes available, or other
relevant developments occur, we will adjust our accrual amounts accordingly.
While there are still uncertainties relating to the ultimate costs we may incur,
based on our evaluation and experience to date, we believe the recorded reserves
are adequate.

  Rates and Regulatory Matters

     In February 2000, the FERC issued Order No. 637 which revised regulations
regarding capacity release, capacity segmentation, imbalance management
services, operational flow orders and pipeline penalties. We filed our
compliance proposals on August 15, 2000, as modified on April 6, 2001, and we
received an order on compliance from the FERC on April 3, 2002. Although most of
our compliance proposals were accepted, the FERC rejected our proposals
regarding overlapping capacity segments, discounting and elevation of firm
secondary priority to primary. We are seeking rehearing and will make another
compliance filing subject to the outcome of our hearing request.

     In 1997, the FERC approved the settlement of all issues related to the
recovery of our Gas Supply Realignment (GSR) and other transition costs. Under
the agreement, we are entitled to collect up to $770 million from our customers,
$693 million through a demand surcharge and $77 million through an interruptible
transportation surcharge. Our final GSR report was approved by the FERC on May
16, 2001. In June 2001, $31 million of the amount collected through the demand
surcharge was refunded to our firm transportation contract customers. As of
March 31, 2002, $60 million of the interruptible transportation surcharge had
been collected. There is no time limit for collection of the remaining
interruptible transportation surcharge. This agreement also provides for a rate
case moratorium that expired November 2000 and an escalating rate cap, indexed
to inflation, through October 2005, for some of our customers.

     In September 2001, the FERC issued a Notice of Proposed Rulemaking (NOPR).
The NOPR proposes to apply the standards of conduct governing the relationship
between interstate pipelines and marketing affiliates to all energy affiliates.
The proposed regulations, if adopted by the FERC, would dictate how we conduct
business and interact with our energy affiliates. In December 2001, we filed
comments with the FERC addressing our concerns with the proposed rules. In April
2002, the FERC Staff issued a notice of a public conference to be held on May
21, 2002, at which interested parties will be given an opportunity to comment
further on the NOPR. We cannot predict the outcome of the NOPR, but adoption of
the regulations in substantially the form proposed would, at a minimum, place
additional administrative and operational burdens on us.

     While we cannot predict with certainty the final outcome or the timing of
the resolution of all of our rates and regulatory matters discussed above, we
believe the ultimate resolution of these issues, based on

                                        6


information known to date, will not have a material adverse effect on our
financial position, results of operations or cash flows.

4. RELATED PARTY TRANSACTIONS

     We participate in El Paso Corporation's cash management program which
matches short-term cash surpluses and needs of participating affiliates, thus
minimizing total borrowing from outside sources. We had advanced $269 million at
March 31, 2002, at a market rate of interest which was 1.9%. At December 31,
2001, we had advanced $153 million, at a market rate of interest which was 2.1%.
In addition, we had a demand note receivable with El Paso of $33 million at
March 31, 2002, at an interest rate of 2.4%. At December 31, 2001, the demand
note receivable was $28 million at an interest rate of 2.7%.

     At March 31, 2002 and December 31, 2001, we had other accounts receivable
from related parties of $12 million and $15 million. In addition, we had
accounts payable to related parties of $12 million and $30 million at March 31,
2002 and December 31, 2001. These balances arose in the normal course of
business.

5. NEW ACCOUNTING PRONOUNCEMENT NOT YET ADOPTED

  Accounting for Asset Retirement Obligations

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, Accounting for Asset Retirement Obligations. This Statement requires
companies to record a liability relating to the retirement and removal costs of
assets used in their business. The liability is discounted to its present value,
and the related asset value is increased by the amount of the resulting
liability. Over the life of the asset, the liability will be accreted to its
future value and eventually extinguished when the asset is taken out of service.
Capitalized retirement and removal costs will be depreciated over the useful
life of the related asset. The provisions of this Statement are effective for
fiscal years beginning after June 15, 2002. We are currently evaluating the
effects of this pronouncement.

                                        7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The information contained in Item 2 updates, and you should read it in
conjunction with, information disclosed in our Annual Report on Form 10-K filed
March 25, 2002, in addition to the financial statements and notes presented in
Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.

                             RESULTS OF OPERATIONS

     Below are the operating results and an analysis of these results for the
quarters ended March 31:



                                                               2002          2001
                                                              ------        ------
                                                              (IN MILLIONS, EXCEPT
                                                                VOLUME AMOUNTS)
                                                                      
Operating revenues..........................................  $ 188         $ 214
Operating expenses..........................................   (109)         (102)
Other income................................................      6             5
                                                              -----         -----
  Earnings before interest expense and income taxes.........  $  85         $ 117
                                                              =====         =====
Throughput volumes (BBtu/d)(1)..............................  4,840         5,071
                                                              =====         =====


- ---------------

(1) BBtu/d means billion British thermal units per day.

     Operating revenues for the quarter ended March 31, 2002, were $26 million
lower than the same period in 2001. The decrease was primarily due to lower
natural gas prices on excess natural gas recoveries, lower transportation
revenues from capacity sold under short-term contracts and lower throughput due
to milder weather in the first quarter of 2002.

     Operating expenses for the quarter ended March 31, 2002, were $7 million
higher than the same period in 2001. The increase was primarily due to higher
amortization of additional acquisition cost assigned to utility plant in 2002,
higher 2002 corporate overhead allocations and lower project development costs
in the first quarter of 2001.

AFFILIATED INTEREST INCOME AND EXPENSE, NET

     Affiliated interest income and expense, net for the quarter ended March 31,
2002, was $3 million higher than the same period in 2001 due primarily to higher
interest earned on average advances to El Paso in 2002 under our cash management
program.

INCOME TAXES

     Income tax expense for the quarters ended March 31, 2002 and 2001, was $17
million and $28 million, resulting in effective tax rates of 29 percent and 32
percent. Our effective tax rates were different than the statutory rate of 35
percent primarily due to state income taxes.

                         COMMITMENTS AND CONTINGENCIES

     See Item 1, Financial Statements, Note 3, which is incorporated herein by
reference.

                  NEW ACCOUNTING PRONOUNCEMENT NOT YET ADOPTED

     See Item 1, Financial Statements, Note 5, which is incorporated herein by
reference.

                                        8


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

     This report contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Where any forward-looking statement includes a statement of the
assumptions or bases underlying the forward-looking statement, we caution that,
while we believe these assumptions or bases to be reasonable and to be made in
good faith, assumed facts or bases almost always vary from the actual results,
and the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, we or our management express an expectation or belief as to future
results, that expectation or belief is expressed in good faith and is believed
to have a reasonable basis. We cannot assure you, however, that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "expect," "estimate," "anticipate" and similar expressions will
generally identify forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     This information updates, and you should read it in conjunction with,
information disclosed in Part II, Item 7A in our Annual Report on Form 10-K for
the year ended December 31, 2001, in addition to the information presented in
Items 1 and 2 of this Quarterly Report on Form 10-Q.

     There are no material changes in our quantitative and qualitative
disclosures about market risks from those reported in our Annual Report on Form
10-K for the year ended December 31, 2001.

                                        9


                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     See Part I, Item 1, Financial Statements, Note 3, which is incorporated
herein by reference.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

     None.

     Undertaking

     We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph
(4)(iii), to furnish to the U.S. Securities and Exchange Commission, upon
request, all constituent instruments defining the rights of holders of our
long-term debt not filed herewith for the reason that the total amount of
securities authorized under any of such instruments does not exceed 10 percent
of our total consolidated assets.

b. Reports on Form 8-K

     None.

                                        10


                                   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

Date: May 15, 2002                             /s/ JOHN W. SOMERHALDER II
                                            ------------------------------------
                                                   John W. Somerhalder II
                                             Chairman of the Board and Director

Date: May 15, 2002                                 /s/ GREG G. GRUBER
                                            ------------------------------------
                                                       Greg G. Gruber
                                                   Senior Vice President,
                                                Chief Financial Officer and
                                                         Treasurer
                                            (Principal Financial and Accounting
                                                          Officer)

                                        11