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* LYTAL JAMES H (Last) (First) (Middle) GULFTERRA 4 GREENWAY PLAZA (Street) HOUSTON TX 77046 (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 X Officer (give title below) Other (specify below) PRESIDENT
	3. Date of Earliest Transaction (Month/Day/Year) 03/04/2004
	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	03/04/2004	03/04/2004	W	V	400	A	$0	8,416	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

Explanation of Responses:

	David L. Siddall (POA)	03/05/2004
	** 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,
JAMES H. LYTAL, 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 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/JAMES H. LYTAL