June 16, 2000

Energen Resources Corporation                       


In accordance with Fred Lagrasta's instructions,  we are forwarding to you 
the attached draft of a Master Firm Purchase/Sale Agreement between Enron 
North America Corp. and Energen Resources Corporation for your consideration.

Please do not hesitate to give me a call or e-mail me  with your questions 
and or comments regarding the enclosed.

Best Regards,

Debra Perlingiere
Enron North America Corp.
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490