Gerry, I've looked over the agreement and still don't believe that it raises 
any PUC regulatory issues.  If you need more (or a more formal version of 
this e-mail) please contact me.

Daniel Clearfield, Esq.
Wolf, Block, Schorr and Solis-Cohen LLP
212 Locust St., Suite 200
Harrisburg, PA  17101
(717) 237-7173
(717) 237-7161 fax


>>> <Gerald.Nemec@enron.com> 03/20/01 12:59PM >>>
Dan,  Per our discussion, attached is the Compressor Services Agreement
between Enron Compression Services Company  and Tennessee Gas Pipeline
Company.  This is a rough draft at this point, but should give you a good
idea of the structure of this deal.  Note that Section 3.4 will be removed
as this is no longer part of the deal.



(See attached file: EP comp agmt1.doc)