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
X	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* LELAND D MARK (Last) (First) (Middle) 1001 LOUISIANA STREET (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 10% Owner X Officer (give title below) Other (specify below) Senior Vice President and COO
	3. Date of Earliest Transaction (Month/Day/Year) 01/01/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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

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

Explanation of Responses:

Remarks:

This form is being filed solely for the purpose of exiting Mr. Leland from the Section 16 reporting system.

	David L. Siddall (POA)	01/09/2004
	** 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.

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
D. MARK LELAND, hereby appoints David L. Siddall, Corporate
Secretary; Peggy A. Heeg, General Counsel for El Paso Corporation; Cara
E. Bergen, Attorney for El Paso Corporation; Alan D. Bishop, Director of
Shareholder Relations for El Paso Corporation, or Stacy J. James, Manager
of Shareholder Relations of El Paso Corporation, to be the true and lawful
attorneys-in-fact for the undersigned, for him and in his name,
place and stead to execute, acknowledge, deliver and file, as required,
with the Securities and Exchange Commission, national securities exchanges
and GulfTerra Energy Company, L.P. (the Company), the following forms
with respect to the securities of the Company: (i) Forms 3, 4 and 5
(including amendments thereto) pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and (ii) Form 144 (including amendments thereto) in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder, and hereby grants to each of David L. Siddall,
Peggy A. Heeg, Cara E. Bergen, Alan D. Bishop or Stacy J. James full
power and authority, to act individually, to perform all acts necessary to
complete such purposes.

	The undersigned agrees that the attorneys-in-fact herein, David L.
Siddall, Peggy A. Heeg, Cara E. Bergen, Alan D. Bishop or Stacy J.
James, may rely entirely on information furnished orally or in writing by
the undersigned to such attorneys-in-fact.  The undersigned also agrees to
indemnify and hold harmless the Company and the attorneys-in-fact
against any losses, claims, damages or liabilities (or actions in these
respects) that arise out of or are based upon any untrue statements or
omission of necessary facts in the information provided by the
undersigned to the attorneys-in-fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 and Form 144
(including amendments thereto) and agrees to reimburse the Company and
the attorneys-in-fact herein for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such
loss, claim, damage, liability or action.

	The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of
attorney by the undersigned in favor of persons other than those named
herein.

	The undersigned agrees and represents to those dealing with its
attorneys-in-fact herein, David L. Siddall, Peggy A. Heeg, Cara E. Bergen,
Alan D. Bishop or Stacy J. James, that this Power of Attorney is for
indefinite duration and may be voluntarily revoked only by written notice
to such attorney-in-fact, delivered by registered mail or certified mail,
return receipt requested.

	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 28th day of
August, 2002.


S/ D. MARK LELAND