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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EL PASO CORP/DE
(Last) (First) (Middle)
1001 LOUISIANA ST
SUITE 2955A
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GULFTERRA ENERGY PARTNERS L P [ GTM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/15/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 01/15/2004 01/15/2004 S 74,200 D (1) 7,488,702 I (I)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EL PASO CORP/DE
(Last) (First) (Middle)
1001 LOUISIANA ST
SUITE 2955A
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEEPTECH INTERNATIONAL INC
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
1. Name and Address of Reporting Person*
EL PASO ENERGY PARTNERS CO LLC
(Last) (First) (Middle)
4 GREENWAY PLAZA
(Street)
HOUSTON TX 77046
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SABINE RIVER INVESTORS I LLC
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
Explanation of Responses:
1. Sabine River Investors I, L.L.C. ("Sabine I") transferred 700,000 of GTM's common units on December 15, 2003 (with respect to which a Form 4 was filed on December 17, 2003) and 74,200 of GTM's common units on January 15, 2004 as part of a transaction in which Goldman, Sachs & Co. sold its 9.9% interest in GulfTerra Energy Company, L.L.C., which is the general partner of GTM. This Form 4 concerns the transfer of the 74,200 GTM common units. For a discussion of this transaction, please see the Issuer's Current Report on Form 8-K filed on December 15, 2003.
2. By Sabine I, which is a wholly owned subsidiary of El Paso Energy Partners Company, L.L.C., which is a wholly owned subsidiary of DeepTech International Inc., which is a wholly owned subsidiary of El Paso Corporation.
David L. Siddall 01/16/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Joint Filer Information


Designated Filer:	El Paso Corporation

Issuer & Ticker Symbol:	GulfTerra Energy Partners, L.P.  (GTM)

Date of Event Requiring Statement:	1/15/04

Joint Filers:

DeepTech International Inc.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:


El Paso Energy Partners Company, L.L.C.
Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature:


Sabine River Investors I, L.L.C.

Address:	1001 Louisiana Street
	      Houston, Texas 77002


Signature: