Attached are the details of the proposed sale of the Northfield and Faribault 
branch lines.  The associated contracts are also attached for your review.  
File 00-310E.doc is the actual purchase & sale agreement and file 
00-310D.doc  identifies the assets to be sold.

Please review and let me know if you have any concerns or questions.  If you 
would like I can set up a meeting with Bob Stevens who is the marketer for 
this deal to discuss further.  


---------------------- Forwarded by Dave Waymire/ET&S/Enron on 12/01/2000 
11:30 AM ---------------------------


Dave Waymire
11/20/2000 12:35 PM
To: Danny McCarty/ET&S/Enron@Enron, Dave Neubauer/ET&S/Enron@ENRON, Rod 
Hayslett/FGT/Enron@ENRON, Michel Nelson/ET&S/Enron@ENRON, Mike 
McGowan/ET&S/Enron@ENRON, Mary Kay Miller/ET&S/Enron@ENRON, Steven 
Harris/ET&S/Enron@ENRON, Julia White/ET&S/Enron@ENRON, Drew 
Fossum/ET&S/Enron@ENRON
cc: James Centilli/ET&S/Enron@ENRON, Bob Stevens/ET&S/Enron@Enron 

Subject: Asset Divestiture Approval

Attached is a  "Asset Divestiture Approval Form" for the sale of the 
Faribault Minnesota branchline location # 83801 consisting of 1.091 miles of 
6" pipe and the Faribault TBS#1 and the Northfield branchlines location No.'s 
85001 and 85002 consisting of approximately 4.9 miles of 4" pipe, and the 
Northfield TBS#1.  



Please indicate your approval or rejection of this proposal on the approval 
form and return to either James Centilli (EB4250) or David Waymire (OMA0755) 
by 5PM Monday, November 27th.  If you have questions or concerns, please 
contact James Centilli (853-5028) or myself (398-7062).

These branchlines are experiencing heavy encroachment.  The Faribault 
branchline is currently being odorized by NSP per a previous arrangement in 
order to comply with a commitment NNG made to the DOT to transport odorized 
gas because of the population density along the pipeline.  

There is no threat of a by pass by selling these branchlines.  There is an 
estimated annual O&M savings of $10k to $20k plus the avoided expense, 
exposure and operational headaches of not having to monitor high pressure 
branchline odorization.

The net book value of these facilities is $57,712.  The facilities will be 
sold for $1.  In addition, NSP has agreed to enter into a 1 year 
transportation agreement guaranteeing incremental revenues of $350,000.  

The net book value of the facilities, is assumed to be of such small value as 
to be de minimus as allowed by previous rulings of the Commission and  will 
be treated as a non-operating unit.  This will allow the undepreciated 
balance to be cleared to depreciation reserves.

The sale will require that the Northfield TBS be relocated upstream of the 
main line take off at an estimated cost of $225,000.  

David