This agreement should be in the name of Panhandle Eastern Pipe Line
Company.

We want to strike item #2.  The language provides that we will not disclose
the "existence" of the confidentiality agreement.  Normally, we only agree
not to disclose the confidential information.

If these changes are acceptable, we will be ready to arrange a meeting.

If you have any questions or comments, please contact me.

Dana Grogan
dcgrogan@cmsenergy.com
(713) 989-7230





Tana.Jones@enron.com on 04/03/2001 01:10:13 PM

To:   tsmehta@cmsenergy.com
cc:   Stephen.Abbanat@enron.com, Mark.Greenberg@enron.com
Subject:  NDA - CMS Energy - Panhandle Pipe Line Companies


At the request of Stephen Abbanat, I am attaching our proposed form of
Non-Disclosure Agreement.   We would appreciate it if you could please
verify whether "CMS Energy-Panhandle Pipe Line Companies" is the correct
legal name of your company.  If you have any comments or questions, please
call Mark Greenberg, Senior Counsel, at (713) 345-8897as I will be on
vacation the rest of this week.

(See attached file: cms energy.doc)


(See attached file: cms energy.doc)




 - cms energy.doc