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GULFTERRA MANAGEMENT, L.L.C. GulfTerra Energy Partners, L.P.
1001 Louisiana Street 4 Greenway Plaza
Houston, Texas 77002 Houston, Texas 77046
February 19, 2004
Via EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Michael Pressman
Re: Withdrawal of El Paso Energy Management, L.L.C.
and El Paso Energy Partners, L.P. Joint
Registration Statement on Forms S-1 and S-3
(Registration No. 333-97963)
Dear Mr. Pressman:
GulfTerra Management, L.L.C. ("Management"), a Delaware
limited liability company, was formerly known as El Paso Energy
Management, L.L.C. GulfTerra Energy Partners, L.P., a Delaware
limited partnership ("GTM") was formerly known as El Paso Energy
Partners, L.P. Management and GTM refer to the Joint Registration
Statements on Forms S-1 and S-3 (Registration No. 333-97963) (the
"Registration Statement") filed by El Paso Energy Management,
L.L.C. and El Paso Energy Partners, L.P. on August 12, 2002. No
securities have been offered or sold under the Registration
Statement. Management and GTM obtained the funding contemplated
by the Registration Statement by alternative means. In addition,
Management and GTM have decided that the transactions
contemplated by the Registration Statement are no longer feasible
due to current market conditions.
As a result, the undersigned hereby respectfully request
that the Registration Statement be withdrawn in accordance with
Rules 477(a) and (c) under the Securities Act of 1933, as
amended.
Very truly yours,
GULFTERRA MANAGEMENT, L.L.C.
By: /s/ David L. Siddall
-------------------------
Name: David L. Siddall
Title: Vice President, Associate
General Counsel and
Corporate Secretary
GULFTERRA ENERGY PARTNERS, L.P.
By: /s/ David L. Siddall
------------------------
Name: David L. Siddall
Title: Vice President, Associate
General Counsel and
Corporate Secretary