Please read the attached and respond. 

---------------------- Forwarded by Gerald Nemec/HOU/ECT on 05/19/99 01:11 PM 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Gerald Nemec                           04/20/99 04:07 PM
	

To: George Weissman/HOU/ECT@ECT
cc:  
Subject: HPLR Processing Agreement Assignment

George,   Please review the attached and let me know if you agree.  Thanks.

---------------------- Forwarded by Gerald Nemec/HOU/ECT on 04/20/99 04:06 PM 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Gerald Nemec                           04/15/99 06:22 PM
	

To: Steve -HPL- Schneider/HOU/ECT@ECT, Karry Kendall/HOU/ECT@ECT, George 
Weissman/HOU/ECT@ECT
cc: Mary Cook/HOU/ECT@ECT 
Subject: HPLR Processing Agreement Assignment

Steve, Per our previous discussions, I am preparing to draft assignments of 
the following processing agreements (between 3rd Party Processors and HPLR) 
from HPLR to HPLC.    

 King Ranch Processing Plant
 1.  Gas Processing Agreement between HPLR and Exxon Company USA dated July 
23, 1997
  *  Flow up to 10 mmcf/d (Primary Term to Sept. 30, 1999, then month to 
month)

 2.  Gas Processing Agreement between HPLR, HPLC, and Exxon Company USA dated 
May 20, 1998
  *  Processing for EOG BIG Cowboy Gas currently being purchased up to 70,000 
MMBtu (Primary     Term through October 31, 2003
  *  This agreement originally gave HPLR the processing capacity rights since 
HPLR was    originally purchasing the Big Cowboy Gas under the Excess Gas 
Contract.  This contract has   been terminated and HPLC currently purchases 
this gas.  This processing agreement by its   terms reverts the processing 
capacity rights back to HPLC.  However, I will prepare a    confirming 
assignment of this reversion.

 3.  Gas Liquifiables Purchase Agreement between HPLR, HPLC, and Exxon 
Company USA dated October 4, 1996
  *  Processing for Seumar Cage Ranch Field volumes originally purchased by 
HPLR up to 30,000 MMBtu.        (Primary Term through through March 31, 
2001.)  The Seumar contract has been transferred to HPLC.         That 
portion of the contract governing sales of natural gas liquids from HPLR to 
Exxon will be assign to        HPLC.

UPRC Gulf Plains Processing Plant
 1.  This processing agreement has previously been assigned to HPLC. 
==============================================================================
==========================
George,  
Please confirm the above wrt HPLC currently purchasing all the production at 
Big Cowboy and Cage Ranch.  

Karry, 
 Please re-confirm that the above are all the active processing agreement we 
currently have with 3rd Party Plants.

Please let me know if there are any comments or issues with regard to such 
assignments.  Along with such assignments, notification of assignment letters 
will be prepared and forwarded to Exxon.