Ms. Clausen:

Attached for your review and signature, is an amendment to the current GISB Base Contract between Enron North America Corp. and Mitchell Gas Services L.P.  The amendment restates Section 2.5 to designate Enron North America as the confirming party for all transactions.

If in agreement, please print and have two originals executed and forward same to Debra Perlingiere's attention at:

Enron North America Corp.
Legal Department, EB 3885
1400 Smith Street
Houston, TX  77002

Also, kindly fax a copy of same to my attentions at fax # (713) 646-2495.

Upon final execution of the amendment by Enron North America Corp., Debra will forward an original for your records.  Please do not hesitate to call me should you have any questions regarding the attached.

Thanks, 


Ann
(713) 345-3136