As you requested the following are my thoughts on the value of Williams' 17.5% GP interest in Northern Border.

Based on the acquisition of the Duke GP interest the value would be $14.5 million.  (We acquired the Duke 32.5% GP interest for $27 million in total consideration.)  This transaction was completed in December, 1998.  Our projections indicated a 17.4% return based on annual common unit distributions growing from  $2.40 per unit to $2.80 per unit by 2001 (we're currently at $3.05).  Also, this transaction arguably included a control premium since our vote at the MLP went to 82.5% (from 50%) and at NBPL went to 57.75% (from 35%).

Distributions to the GP have increased significantly since the Duke acquisition due to the GP promote.  Williams' GP interest receives the following annual distribution:

Common Unit 			GP Equivalent		Williams Annual
Distribution			Unit Distribution		Distribution*

 $2.40				$ 2.40			$  356,770
 $2.80				$ 5.71			$  848,814
 $3.05				$ 9.33			$1,386,942
 $3.30				$13.41			$1,993,450

*Williams' 17.5% interest represents 148,654 equivalent units.

Capitalizing the above annual distribution at NBP's current yield (7.95%) would result in values of $17.4 million (based on NBP distributions of $3.05/unit) and $25.1 million (based on $3.30/unit).  Capitalizing at the common unit yield could be significantly understating the value given the growth potential in the GP cash flow compared to the common unit, e.g. an increase in the common unit distribution of $ 0.25 per unit (8.2%) results in an increase in the GP distribution of $ 4.08 per equivalent unit (43.7%).  Offsetting this factor, however, would be the risk associated with these higher cash flow grow rates.  For example, a decrease in the common unit distribution would have a comparable negative impact to the above analysis.

Bottom line - I think the interest is worth at least $20 million and could probably support a DASH return above 15% at $25 million.

Let me know if you need any more information or analysis.