We have received an executed First Amendment to ISDA Master Agreement, dated 
effective March 5, 2001, between EnerVest Energy, L.P. ("EnerVest Energy") 
and Enron North America Corp. ("ENA").   This agreement provides for an 
amendment to EnerVest Energy's collateral threshold and to incorporate 
certain updates to ENA's form of Schedule to the ISDA Master Agreement.

Copies will be distributed. 

Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail:  Susan.Bailey@enron.com