Here it  is.  Please revise as necessary.

---------------------- Forwarded by Gerald Nemec/HOU/ECT on 08/03/99 03:04 PM 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Pam.Sherman@merrick.com                           08/03/99 09:15 AM
	

To: Gerald Nemec/HOU/ECT
cc: Ken Choyce/DEN/ECT, Steven.Laskey@merrick.com, 
Linda.Williams@merrick.com, tedhuss@caspers.net 
Subject: Right of Way Agreements



     Gerald,

     Please review the attached files and provide comments by August 9.

     The siteag.doc is a proposed Compressor Site Agreement for the Powder
     River Basin.  This document was given to the ROW contractor by a
     landowner in the area.  In paragraph 6, I removed a sentence
     concerning the obligation to fence the site since we were instructed
     to only build a fence around the Main Station.

     The easement file contains a few modifications to accommodate future
     pipelines.  BLUE is where Ted (ROW Contractor) added something, and
     RED is where Ted suggest the wording be removed.  For example, Item
     #1, (the option) we removed because we are ready to obtain the
     easement, rather than only an option.  Item #16 was added to address a
     future line.

     Sincerely,

     Pam Sherman
 - siteag.doc
 - easement