American Central ,
 Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
----- Forwarded by Carol St Clair/HOU/ECT on 05/09/2000 04:37 PM -----

	Carol St Clair
	05/09/2000 04:35 PM
		 
		 To: Russell Diamond/HOU/ECT@ECT
		 cc: 
		 Subject: American Central

Russell:
Here is what their letter should say to us:

Reference is made to the Guaranty Agreement dated as of September 1, 1998 
from American Central Gas Companies, Inc. ("Guarantor") for the benefit of 
Enron North America Corp. ("Enron").  By letter addressed to you dated April 
6, 2000 (the "Termination Letter"), Guarantor terminated its obligations 
under the Guaranty.  The purpose of this letter is to notify Enron that such 
Termination Letter is null and void such that no termination of the Guaranty 
by Guarantor has occurred.  In addition, Guarantor hereby agrees to amend the 
Guaranty by (1) changing the amount set forth in Section 1(b) from $1,000,000 
to $2,000,000 and (2) by changing the text of the fourth paragraph in Section 
6 to read as follows:  "This Guaranty shall terminate on the date (such date 
being the "Termination Date") that is the earlier of (a) July __, 2000 or (b) 
the effective date of any written notice of termination sent by Guarantor as 
set forth below.   Guarantor may terminate this Guaranty by providing written 
notice of such termination to ECT and upon the effectiveness of such 
termination, Guarantor shall have no further liability hereunder, except as 
provided in the last sentence of this paragraph.  No such termination by 
Guarantor shall be effective until five (5) days after receipt by ECT of such 
termination notice.  No termination of this Guaranty pursuant to the 
provisions of this paragraph shall affect Guarantor's liability with respect 
to any Transaction (as defined in the Contracts) entered into prior to the 
Termination Date, which Transaction shall remain guaranteed pursuant to the 
terms of this Guaranty."

Please acknowledge your acceptance of the terms of this letter, by signing in 
the space provided below.
russell.diamond@enron.com