On May 24th McGee spoke to Zaman concerning the Task Force's response to 
Transwestern's March 15th offer.  Zaman relayed that the Task Force met last 
week (there was not a quorum) and he discussed Transwestern's request for a 
timely response. The Task Force is still waiting for a report from a third 
party consultant.  Without directly saying so, Zaman indicated that this 
consultant's report is more in the nature of the future of natural gas 
markets generally than an analysis of Transwestern'saoffer.  McGee was able 
to obtain from Zaman some information concerning Zaman's recommendation to 
the Task Force.  Zaman is recommending both a larger up front payment and a 
higher rate per mmbtu on transportation volumes.  Zaman would not divulge the 
magnitude of either component.

The Task Force is currently meeting once a month.  Zaman has recommended that 
the Task Force provide Transwestern a written response with enough time to 
digest the counter offer prior to a meeting with the full Task Force.  This 
approach fits well with Transwestern's requirements regardless of whether 
Transwestern is forced to pursue litigation or continues to proceed solely 
with negotiation.  Zaman promised to contact Trujillo and encourage a 
response in the near future.  

McGee and Zaman discussed a possible meeting with the Task Force in June but 
this will depend on when the Task Force decides to issue a response and 
scheduling concerns.