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* BRACY MICHAEL B (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/08/2004
	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
COMMON UNITS	06/08/2004		A		1,436	A	$0	11,321	D

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
Unit Option (right to buy)	$38.31	06/08/2004		A		2,000		06/08/2004	06/08/2014	COMMON UNITS	2,000	$0	2,000	D

Explanation of Responses:

	DAVID L. SIDDALL (POA)	06/10/2004
	** 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,
MICHAEL B. BRACY, 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 El Paso
Energy Partners, 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/ MICHAEL B. BRACY