FERC GAS TARIFF
   
   
                          Second Revised Volume No. 1
                      (Supersedes Original Volume No. 1)
   
   
   
                   PORTLAND NATURAL GAS TRANSMISSION SYSTEM
   
   
   
   
                                Filed With The
   
                     FEDERAL ENERGY REGULATORY COMMISSION
   
   
   
   
                     Communications Concerning This Tariff
   
                            Should Be Addressed To:
   
   
                Portland Natural Gas Transmission System, L.P.
   
                               One Harbour Place
   
                        Portsmouth, New Hampshire 03801

                               TABLE OF CONTENTS
   
Description                                                  Sheet No.
   
Preliminary Statement                                        3

System Map                                                   4
 
Rates                                                        100
 
Rate Schedules
   
FT -    Firm Transportation Service                          200

IT -    Interruptible Service                                206
   
PAL -   Park and Loan Service                                209

FT-FLEX - Limited Firm Transportation Service                215

HRS -   Hourly Reserve Service                               220
   
General Terms and Conditions - Table of Contents             300
   
Introductory Statement                                       301
Definitions                                                  301
Requests for Service/Credit Evaluation                       310
General Service Conditions                                   317
Quality of Gas                                               318
Measurement of Gas and Measurement Equipment                 320
Nominations and Scheduling                                   323
Balancing and Penalties                                      332
Receipt Points and Delivery Points                           340
Service Interruptions and Priorities                         341
Capacity Release                                             343
Segmented Capacity                                           362
Pregranted Abandonment and Right of First Refusal            363
Interactive Internet Website                                 365
Lateral Facilities Policy                                    368
Billings and Payments                                        369
Cost Reimbursements                                          372
ACA Charge                                                   374
Warranty of Title and Possession of Gas                      375
Indemnity                                                    377
Liability and Remedies                                       378
Supervening Laws and Changes by the Transporter              381
Marketing Affiliate Rule                                     382
Miscellaneous                                                383
Compliance with WGQ Standards                                385

Pro Forma Contracts - Table of Contents                              500
   
Firm Transportation Service                                          501
   
Interruptible Service                                                513
   
Master Capacity Release Agreement                                    522
   
Master Gas Transportation Contract with Replacement Shipper          528
   
Operational Balancing Agreement                                      540
   
Park and Loan Service Contract                                       546
   
Request for Service                                                  552
   
FT-Flex Limited Firm Transportation Service                          560
   
Hourly Reserve Service                                               571 
  
Negotiated Rates                                                     650

                             PRELIMINARY STATEMENT
   
Portland Natural Gas Transmission System ("Transporter"), a Partnership formed
under the laws of the State of Maine, is a natural gas company engaged in the
business of transporting on its System natural gas owned by Shippers.
Transporter's System extends in a southeasterly direction from a point on the
international border between the United States and Canada near Pittsburg, New
Hampshire, where Transporter's facilities interconnect with those of
TransCanada PipeLines Limited, through the States of New Hampshire, Vermont,
and Maine to an interconnection with the facilities of Tennessee Gas Pipeline
Company near Dracut, Massachusetts.  Transporter shall transport natural gas
for shippers only pursuant to written contracts, in the form of agreements
contained herein, and pursuant to authorization granted by the Federal Energy
Regulatory Commission.  Transporter is not a common carrier.

   
   
   
   
   
   
                          Original Sheet No. 4 (Map)
               is not required to be filed in electronic format

   
   
   
                           ORIGINAL SHEET NOS. 5-99
                        HAVE NOT BEEN ISSUED, BUT HAVE
                         BEEN RESERVED FOR FUTURE USE

                       Statement of Transportation Rates
                               (Rates per DTH)
   
Rate       Rate                 Base           ACA Unit       Current
Schedule   Component            Rate           Charge 1/      Rate
   
FT         Recourse Reservation Rate
           -- Maximum           $25.8542       ---------      $25.8542
           -- Minimum           $00.0000       ---------      $00.0000
   
           Seasonal Recourse Reservation Rate
           -- Maximum           $49.1230       ---------      $49.1230
           -- Minimum           $00.0000       ---------      $00.0000
   
           Recourse Usage Rate
           -- Maximum           $00.0000       $00.0016       $00.0016
           -- Minimum           $00.0000       $00.0016       $00.0016
   
FT-FLEX    Recourse Reservation Rate
           --Maximum            $17.3533        -------       $17.3533
           --Minimum            $00.0000        -------       $00.0000
   
        Recourse Usage Rate
           --Maximum            $00.2795       $00.0016       $00.2811
           --Minimum            $00.0000       $00.0016       $00.0016
   
IT         Recourse Usage Rate
           -- Maximum           $00.8500       $00.0016       $00.8516
           -- Minimum           $00.0000       $00.0016       $00.0016
   
      The following adjustment applies to all Rate Schedules above:
   
             MEASUREMENT VARIANCE:
   
             Minimum          down to -1.00%
             Maximum          up to +1.00%
_________________
   
1/     ACA assessed where applicable under Section 154.402 of the
Commission's regulations and will be charged pursuant to Section 17 of
the General Terms and Conditions at such time that initial and successive
ACA assessments are made.

                       Statement of Transportation Rates
                                (Rates per DTH)
   
   
Rate          Rate         Base      ACA Unit       Current
Schedule      Component    Rate      Charge 1/       Rate
   
PAL           Usage Rate
              -- Maximum   $00.8500  $00.0016       $00.8516
              -- Minimum   $00.0000  $00.0016       $00.0016
   
   
_____________________
   
1/ ACA assessed where applicable under Section 154.402 of the Commission's
regulations and will be charged pursuant to Section 17 of the General Terms
and Conditions at such time that initial and successive ACA assessments are
made.

                       Statement of Transportation Rates
                              (rates are per Dth)
   
Rate        Rate                       Base        ACA Unit         Current
Schedule    Component                  Rate        Rate 1/          Charge
   
HRS         Recourse Capacity Reservation Rate
   
   Per Dth of MDQ Monthly for all Flow Rates
   --Maximum Rate                     $12.9271     -------           $12.9271
   --Minimum Rate                     $00.0000     -------           $00.0000
   
            Recourse Deliverability Reservation Rate
   Per Dth of MDQ Monthly:
   --Maximum Rates
   4.16%, 1/24 MDQ Hourly Flow Rate   $12.9271     -------           $12.9271
   5.00%, 1/20 MDQ Hourly Flow Rate   $15.5125     -------           $15.5125
   6.25%, 1/16 MDQ Hourly Flow Rate   $19.3907     -------           $19.3907
   7.14%, 1/14 MDQ Hourly Flow Rate   $22.1607     -------           $22.1607
   8.33%, 1/12 MDQ Hourly Flow Rate   $25.8542     -------           $25.8542
   
   --Minimum Rates                    $00.0000     -------           $00.0000
   
            Recourse Usage Rate
            Usage-1
   --Maximum                          $00.0000     $00.0016          $00.0016
   --Minimum                          $00.0000     $00.0016          $00.0016
   
  Usage-2 (Authorized Overrun) 2/
   --Maximum
   4.16%, 1/24 MDQ Hourly Flow Rate   $00.8500     $00.0016          $00.8516
   5.00%, 1/20 MDQ Hourly Flow Rate   $00.9350     $00.0016          $00.9366
   6.25%, 1/16 MDQ Hourly Flow Rate   $01.0625     $00.0016          $01.0641
   7.14%, 1/14 MDQ Hourly Flow Rate   $01.1536     $00.0016          $01.1552
   8.33%, 1/12 MDQ Hourly Flow Rate   $01.2750     $00.0016          $01.2766
   --Minimum                          $00.0000     $00.0016          $00.0016
   
      The following adjustment applies to all Rate Schedules:
   
             MEASUREMENT VARIANCE:
   
             Minimum          down to -1.00%
             Maximum          up to +1.00%
_________________
   
1/     ACA assessed where applicable under Section 154.402 of the
Commission's regulations and will be charged pursuant to Section 17 of
the General Terms and Conditions at such time that initial and successive
ACA assessments are made.
   
2/     Usage-2 (Authorized Overrun) applies to volumes exceeding Shipper's MDQ
on any day or MHQ for any hour, but only to the extent such volumes are
nominated by Shipper and scheduled by Transporter.

   
   
   
                         ORIGINAL SHEET NOS. 103 - 199
                        HAVE NOT BEEN ISSUED, BUT HAVE
                         BEEN RESERVED FOR FUTURE USE

                               RATE SCHEDULE FT
                          FIRM TRANSPORTATION SERVICE
   
   
  1.   AVAILABILITY
   
       This Rate Schedule FT is available for service by Transporter to any
  Shipper, where: 
   
            (a)  Shipper has made a valid request, as defined in Section 3 of
the General Terms and Conditions, or Shipper has obtained released capacity
under Section 11 of the General Terms and Conditions;
   
            (b)  Shipper has met Transporter's financial creditworthiness
criteria as set forth in Section 3 of the General Terms and Conditions;
   
            (c)  Shipper and Transporter have entered into a Gas
Transportation Contract for Firm Transportation Service under this Rate
Schedule;
   
            (d)  Transporter has capacity available to render the service
pursuant to the General Terms and Conditions or Shipper will utilize firm
capacity released under Section 11 of the General Terms and Conditions;
   
            (e)  all necessary contracts have been or will be entered into by
or on behalf of Shipper for the acquisition of Gas, for the delivery of Gas to
Transporter at one or more Receipt Points on the System, and/or the further
transportation of Gas from one or more Delivery Points on the System, as
applicable; and
   
            (f)  all necessary regulatory and governmental approvals to
purchase and sell, transport and, if appropriate, export and/or import the Gas
to be transported by Transporter have been obtained.
   
  2.   APPLICABILITY AND CHARACTER OF SERVICE
   
       This Rate Schedule shall apply to firm service pursuant to a
bilaterally executed Gas Transportation Contract for service under this Rate
Schedule.  Service rendered under this Rate Schedule shall consist of:
   
            (a)  the receipt by Transporter of Shipper's Gas at the Receipt
Point(s) specified in the executed Gas Transportation Contract;

                         RATE SCHEDULE FT (Continued)
   
        (b)  the transportation of Gas up to Shipper's Maximum Contract
Demand for the Effective Service Period on a firm Daily basis either by
forwardhaul, or by displacement, exchange or backhaul; and
   
        (c)  the delivery of Gas by Transporter to or for the account of
Shipper at Delivery Point(s) specified in the executed Gas Transportation
Contract.
   
        (d) Shipper may nominate as Authorized Overrun and Transporter may
schedule, pursuant to Section 7.4 of the General Terms and Conditions contained
herein, an amount above its MDQ during any Day.
   
        Service rendered under this Rate Schedule is not subject to curtailment
or interruption during the Effective Service Period, except as provided in the
General Terms and Conditions.
   
 3.   RATES AND CHARGES
   
       3.1  Applicable Rates.  The applicable maximum and minimum FT recourse
reservation rates, seasonal recourse reservation rate, maximum and minimum usage
rates and applicable unit charges for service under this Rate Schedule are set
forth in the currently effective Sheet No. 100 of this FERC Gas Tariff and are
hereby incorporated herein.
   
       3.2  Monthly Bill.  The Monthly bill shall consist of:
   
        (a)  Reservation Charge.  For each Month of the Effective Service
Period indicated on Schedules 1 and 2 of the FT Transportation Contract, the
reservation charge payable by Shipper shall,  unless otherwise agreed upon by
Transporter and Shipper as provided herein, be equal to the applicable maximum
recourse reservation rate or the maximum seasonal recourse reservation rate, as
applicable, multiplied by the Shipper's Maximum Contract Demand as specified in
Shipper's FT Transportation Contract.
   
        (b)  Usage Charge.  For each Month, the usage charge payable by
Shipper shall, subject to any discount as provided herein, be equal to the
applicable maximum usage rate multiplied by the sum of the Receipt Point
Scheduled Quantity or Quantities during such Month.
   
        (c)  ACA Charge.  For each Month, the ACA charge payable by
Shipper shall be equal to an amount obtained by multiplying the sum of the
Receipt Point(s) Scheduled Quantity or Quantities during such Month, by the
ACA unit charge.
   
        (d) Authorized overrun charge.  For each Month, the maximum authorized
overrun charge payable by Shipper shall be equal to the applicable maximum rate
for service under Rate Schedule IT, multiplied by the sum of the Authorized
Overrun Scheduled Quantity or Quantities during such Month for such Shipper.

                         RATE SCHEDULE FT (Continued)
   
        (d)  Scheduling, Imbalance and Overrun Penalties.  Transporter
shall charge Shipper any applicable scheduling, imbalance and overrun
penalties in accordance with Section 8 of the General Terms and Conditions.
   
        (e)  Other Charges.  Any other charges as may be applicable
from time to time pursuant to the General Terms and Conditions or as
otherwise authorized by the FERC.
   
        (f)  Capacity Release Credits.  To the extent Shipper releases
capacity in any Month pursuant to Section 11 of the General Terms and
Conditions, such Shipper shall receive a credit representing the Monthly
reservation charge simultaneously billed to the Replacement Shipper, minus all
applicable fees described in Section 11.15 of the General Terms and
Conditions. Nothing in this Section 3.2(f) relieves Shipper of its obligation
to pay to Transporter the full amount of the reservation charge for any Month
in which the Replacement Shipper fails to pay all or any portion of the
Replacement Reservation Charge.
   
       3.3  Discounted Rates.  For purposes of administering rates under this
Rate Schedule FT, Transporter shall have the right to discount the maximum
reservation rate and maximum usage rate for service under this Rate Schedule
FT and to charge a lower rate for some or all of the services performed under
this Rate Schedule; provided, however, that in no event shall rates charged
under this Rate Schedule be less than the minimum reservation rate and minimum
usage rate for firm service.  Transporter shall not be obligated to offer
service at discount rates, however, discounted rates will not be made on an
unduly discriminatory basis and will be made available to all similarly 
situated customers.
   
        A Shipper with a previously negotiated rate discount limited to
service at specific receipt and delivery points may request that such
discounted rate apply to alternate points if Shipper chooses to release
capacity or use flexible receipt and delivery point rights.  There shall be a
rebuttable presumption that Shipper will retain its discounted rate when
utilizing such points if Transporter currently grants discounts to another
Shipper receiving transportation service utilizing such points.  However,
Transporter can rebut this presumption by demonstrating that Shipper is not
similarly situated to the Shipper receiving the discount at those points.  If
the discount is retained, Shipper shall pay the higher of its contractual
discounted rate or the highest discounted rate being applicable to those
points.
   
        On any business day, the request to transfer the discount must be
submitted at least two hours prior to the nomination that would use the
discount at alternate points.  Transporter shall respond to the request within
two hours of receipt; however, any request received after 4:00 p.m. Central
Clock Time on any Business Day shall be responded to by 9:00 a.m. Central
Clock time on the following business day.

   
        3.4  Measurement Variance.  Reservation and usage charges shall be
based on Shipper's applicable monthly Maximum Contract Demand and Receipt
Point Scheduled Quantities, respectively, irrespective of whether the
applicable monthly Measurement Variance Factor is positive or negative.
Shipper shall receive in-kind adjustments to Scheduled Quantities in order to
account for positive and negative Measurement Variance Quantities. Transporter
shall publish the applicable monthly Measurement Variance Factor on its
Interactive Internet Website.  Such published Measurement Variance Factor will
be bound by maximum and minimum percentages set forth on currently effective
Sheet No. 100 of this tariff.

                         RATE SCHEDULE FT (Continued)
   
      3.5 Notwithstanding any provision of Transporter's Tariff to the
contrary, Transporter and Shipper may mutually agree in writing to rates, rate
components, charges, or credits for service under this Rate Schedule that
differ from those rates, rate components, charges, or credits that are
otherwise prescribed, required, established or imposed by this Rate Schedule
or by any other applicable provision of Transporter's effective FERC Gas
Tariff. If Transporter agrees to such negotiated rate(s), then such negotiated
rate(s) shall be set forth in the Gas Transportation Contract and shall be
effective only for the period agreed upon by Transporter. During such period,
the negotiated rate(s) shall govern and apply to the Shipper's service and the
otherwise applicable rate, rate component, charge, or credit (i.e., any
reduction in rates which might otherwise apply) which the parties have agreed
to replace with the negotiated rate(s), shall not apply to, or be available
to, the Shipper. At the end of such period, the otherwise applicable maximum
rates or charges shall govern the service provided to Shipper, unless
otherwise agreed by Transporter and Shipper. Only those rates, rate
components, charges, or credits identified by Transporter and Shipper in
writing as being superseded by a negotiated rate(s) shall be ineffective
during the period that the negotiated rate is effective; all other rates, rate
components, charges, or credits (i.e., any reduction in rates which might
otherwise apply) prescribed, required, established for service under this Rate
Schedule, shall remain in effect. Transporter shall file with the Commission
pursuant to its current policies and/or regulations tariff sheets describing
the services being provided pursuant to this Section 3.5. All services
provided hereunder are available to all similarly situated Shippers on a non-
discriminatory basis.
   
4. GENERAL TERMS AND CONDITIONS
   
      Shipper shall provide Transporter with such information as is needed to
meet the requirements placed on Transporter pursuant to 18 C.F.R. Part 284.
All of the General Terms and Conditions and any revisions thereof that may be
made effective from time to time hereafter, shall apply to and are made a part
of this Rate Schedule.

   
   
   
                            ORIGINAL SHEET NO. 205
                         HAS NOT BEEN ISSUED, BUT HAS
                         BEEN RESERVED FOR FUTURE USE

                               RATE SCHEDULE IT
                     INTERRUPTIBLE TRANSPORTATION SERVICE
   
   
1.   AVAILABILITY
   
       This Rate Schedule IT is available for service by Transporter to any
  Shipper, where:
   
            (a)  Shipper has made a valid request, as defined in Section 3 of
  the General Terms and Conditions;
   
            (b)  Shipper has met Transporter's financial creditworthiness
  criteria as set forth in Section 3 of the General Terms and Conditions;
   
            (c)  Shipper and Transporter have entered into a Gas
Transportation Contract for Interruptible Transportation Service under this
Rate Schedule;
   
            (d)  Transporter has capacity available to render the service
  pursuant to the General Terms and Conditions;
   
            (e)  all necessary contracts have been or will be entered into by
or on behalf of Shipper for the acquisition of Gas, for the delivery of such
Gas to Transporter at one or more Receipt Points on the System, and/or the
further transportation of Gas from one or more Delivery Points on the System,
as applicable; and
   
            (f)  all necessary regulatory and governmental approvals to
purchase and sell, transport and, if appropriate, export and/or import the Gas
to be transported by Transporter have been obtained.
   
  2.   APPLICABILITY AND CHARACTER OF SERVICE
   
This Rate Schedule shall apply to all interruptible service pursuant to a
bilaterally executed Gas Transportation Contract for service under this Rate
Schedule, whether rendered by forwardhaul or by displacement, exchange or
backhaul.  Service rendered under this Rate Schedule is subject to curtailment
or interruption as Transporter deems necessary.

                         RATE SCHEDULE IT (Continued)
   
3.   RATES AND CHARGES
   
        3.1 Applicable Rates.  The applicable maximum and minimum usage rates
and applicable unit charges for service under this Rate Schedule are set forth
in the currently effective Sheet No. 100 of this FERC Gas Tariff and are
hereby incorporated herein.
   
        3.2 Monthly Bill.  The Monthly bill shall consist of:
   
        (a) Usage Charge.  For each Month, the usage charge payable by Shipper
shall, unless otherwise agreed upon by Transporter and Shipper as provided
herein, be equal to the applicable maximum usage rate multiplied by the sum of
the Receipt Point Scheduled Quantity or Quantities during such Month.
   
        (b) ACA Charge. For each Month, the ACA charge payable by Shipper
shall be equal to an amount obtained by multiplying the sum of the Receipt
Point(s) Scheduled Quantity or Quantities during such Month, by the ACA unit
charge.
   
        (c) Scheduling, Imbalance and Overrun Penalties.  Transporter shall
charge Shipper any applicable scheduling, imbalance and overrun penalties in
accordance with Section 8 of the General Terms and Conditions.
   
        (d) Other Charges.  Any other charges as may be applicable from time
to time pursuant to the General Terms and Conditions or as otherwise
authorized by the Federal Energy Regulatory Commission.
   
        3.3 Discounted Rates.  For purposes of administering rates under this
Rate Schedule IT, Transporter shall have the right to discount the maximum
usage rates for interruptible service under this Rate Schedule IT and to
charge a lower rate for some or all of the services performed under this Rate
Schedule; provided, however, that in no event shall rates charged under this
Rate Schedule be less than the minimum usage rate for interruptible service.
Transporter shall not be obligated to offer service at discount rates,
however, discounted rates will not be made on an unduly discriminatory basis
and will be made available to all similarly situated customers.

                         RATE SCHEDULE IT (Continued)
   
        3.4  Measurement Variance.  Usage charges shall be based on Shipper's
applicable Receipt Point Scheduled Quantities irrespective of whether the
applicable monthly Measurement Variance Factor is positive or negative.
Shipper shall receive in-kind adjustments to Scheduled Quantities in order to
account for positive and negative Measurement Variance Quantities. Transporter
shall publish the applicable monthly Measurement Variance Factor on its
Interactive Internet Website.  Such published monthly Measurement Variance
Factor will be bound by maximum and minimum percentages set forth on currently
effective Sheet No. 100 of this tariff.
   
        3.5  Notwithstanding any provision of Transporter's Tariff to the
contrary, Transporter and Shipper may mutually agree in writing to rates, rate
components, charges, or credits for service under this Rate Schedule that
differ from those rates, rate components, charges, or credits (i.e., any
reduction in rates which might otherwise apply) that are otherwise prescribed,
required, established or imposed by this Rate Schedule or by any other
applicable provision of Transporter's effective FERC Gas Tariff.  If
Transporter agrees to such negotiated rate(s), then such negotiated rate(s)
shall be set forth in the Gas Transportation Contract and shall be effective
only for the period agreed upon by Transporter.  During such period, the
negotiated rate(s) shall govern and apply to the Shipper's service and the
otherwise applicable rate, rate component, charge, or credit (i.e., any
reduction in rates which might otherwise apply) which the parties have agreed
to replace with the negotiated rate(s), shall not apply to, or be available
to, the Shipper.  At the end of such period, the otherwise applicable maximum
rates or charges shall govern the service provided to Shipper, unless
otherwise agreed by Transporter and Shipper.  Only those rates, rate
components, charges, or credits identified by Transporter and Shipper in
writing as being superseded by a negotiated rate(s) shall be ineffective
during the period that the negotiated rate is effective; all other rates, rate
components, charges, or credits (i.e., any reduction in rates which might
otherwise apply) prescribed, required, established for service under this Rate
Schedule, shall remain in effect.  Transporter shall make any filings with the
FERC necessary to effectuate a negotiated rate(s).
   
4.   GENERAL TERMS AND CONDITIONS
   
        Shipper shall provide Transporter with such information as is needed
to meet the requirements placed on Transporter pursuant to 18 C.F.R. Part 284.
All of the General Terms and Conditions and any revisions thereof that may be
made effective from time to time hereafter, shall apply to and are made a part
of this Rate Schedule.

                               RATE SCHEDULE PAL
                             PARK AND LOAN SERVICE
   
1.    AVAILABILITY
   
      This Rate Schedule PAL is available for parking and loaning natural gas
by Transporter for any Shipper, where:
   
            (a)   Shipper has made a valid request for Park and Loan Service
      as defined in Section 3 of the General Terms and Conditions and has met
      the creditworthiness standards stated therein;
   
            (b)   Shipper and Transporter have entered into a Park and Loan
Service Contract;
   
            (c)   Except where Shipper is both the ultimate consumer and
producer of Gas which is being parked or loaned under this Rate Schedule,
contracts have been entered into by or on behalf of Shipper for the
acquisition or sale of Gas, as the case may be, and for its delivery, to
Transporter at one or more Receipt Points on Transporter's system;
   
            (d)   Either (i) Shipper's facilities or the facilities where the
Gas is to be consumed interconnect with Transporter's transmission system
at one or more Delivery Points of Transporter's Master Delivery Point List
("MDPL"), or (2) contracts have been or will be entered into on behalf of
Shipper for the transportation of the Gas to and from Transporter's system
to such facilities; and
   
            (e)   All necessary regulatory and governmental approvals to
      acquire and sell, transport and, if appropriate, export and/or import
      the Gas to be transported by Transporter have been obtained.
   
2.    APPLICABILITY AND CHARACTER OF SERVICE
   
      2.1   This Rate Schedule PAL and the rates established hereunder shall
apply to all Park and Loan Service rendered by Transporter. Park and Loan
Service is subject to the availability of capacity for the service. Park and
Loan Service is subject to curtailment or interruption as Transporter deems
necessary and as set forth in this Rate Schedule PAL, and in Section 10 of the
General Terms and Conditions. Transporter shall not be obligated to add any
facilities or expand the capacity of its system in any manner in order to
provide Park and Loan Service. Service rendered under this Rate Schedule shall
be provided for a minimum of a one day term.
   
      2.2   Maximum Loaned Quantity. For each Shipper seeking to enter into a
contract for service under this Rate Schedule, Transporter shall establish a
Maximum Loaned Quantity (MLQ). The MLQ applicable to each Shipper shall be the
maximum amount of gas, cumulative at all its Loan Points, that the Shipper is
entitled to be loaned by Transporter pursuant to this Rate Schedule.

      2.2   Park and Loan Service available under this Rate Schedule includes:
   
            (a)   Parking Service. Parking service shall consist of (i)
Transporter's receipt of a Parked Quantity of gas from Shipper at the
Parking Point specified in Shipper's nomination, (ii) Transporter holding
such Parked Quantities on Transporter's system, and (iii) Transporter's
subsequent return of the Parked Quantity to Shipper, or for Shipper's
account, at the Parking Point.
   
            (b)   Loan Service. Loan Service shall consist of (i)
Transporter's advancement of Loaned Quantity of gas to Shipper (up to the
Maximum Loaned Quantity specified in Shipper's Park and Loan Service Contract,
at the point(s) specified in Shipper's nomination); and (ii) Shipper's
subsequent return of the Loaned Quantity and Transporter's acceptance of such
quantity for Shipper's account at the Loan Point.
   
      2.3   Subject to the availability of capacity, any Receipt or Delivery
Point on Transporter's system may be nominated as a Parking Point or Loan
Point.
   
3.    ACCOUNT BALANCES; TRANSPORTATION; ASSIGNMENTS
   
      3.1   Transporter shall establish an account for each Shipper using this
service which reflects the Parked Quantity at each Parking Point and the Loan
Quantity at each Loan Point. Whenever Transporter receives Parked Quantity
from or delivers Loaned Quantity to a Shipper the quantities received or
delivered will be reflected in the Shipper's account, as appropriate, for the
Parking or Loan Point at which they were received or delivered. When a Parked
Quantity or Loaned Quantity is returned, Transporter will credit the Shipper's
account to reflect the transaction.
   
      3.2   Transporter shall return Parked Quantity and accept return of
Loaned Quantity only at the Parking Point where Shipper parked the Parked
Quantity, or the Loan Point where Transporter advanced the Loaned Quantity to
Shipper.
   
      3.3   In the event that Shipper wishes to move a Parked Quantity or
Loaned Quantity from one Parking or Loan Point to another Parking or Loan
Point on Transporter's system, Shipper shall be responsible for arranging such
transportation in accordance with the provisions of Rate Schedule FT or IT and
the General Terms and Conditions.
   
      3.4   Shippers may assign between themselves Parked Quantity and Loaned
Quantity in accordance with the provisions of the Park and Loan Service
Contract, provided that (i) the Shipper obtaining such quantities complies
with the Tariff, and (ii) each Shipper submits the appropriate nomination to
Transporter in accordance with the provisions of Section 7 of this Tariff.
Transporter will assess all applicable transportation charges for such
transactions.

4.    RATES AND BILLING
      4.1   Rates. The rates for service hereunder are set forth in the
currently effective Sheet No. 101 of this FERC Gas Tariff and such rate sheet
is hereby incorporated herein by reference. The rates in this Rate Schedule
are subject to change pursuant to Section 21 of Pipeline's General Terms and
Conditions and the PAL Service Agreement. Unless Pipeline and Shipper agree in
writing upon a rate for service provided hereunder, the rate applicable to a
Shipper for service hereunder shall be the applicable maximum rate(s) as set
forth on the effective Sheet No. 101. In the event a rate less than the
applicable maximum rate(s) and not less than the applicable minimum rate(s) is
agreed upon, such rate shall be applicable for the period agreed upon by
Shipper and Pipeline.
   
      4.2   The Daily Charges set forth in Section 4.1 above shall not be
applicable for a Day if (i) the Customer requests the delivery of parked
quantities and Pipeline is unable to return the gas to Customer on that Day or
(ii) the Customer requests to return loaned quantities to Pipeline and
Pipeline is unable to accept such gas on that Day. The Daily Charges will be
reinstated when Transporter gives written notification to Shipper that
pipeline system conditions allow the receipt or delivery of these quantities.
   
      4.3   Customer shall pay Pipeline a Monthly charge for PAL services
consisting of the sum of the Daily charges. Daily charges shall be the product
of the quantities of gas in Customer's PAL account (inclusive of quantities
subject to Park Service and quantities subject to Loan Service) for each
separate transaction and the maximum or mutually agreed upon rate for each Day
during the applicable Month that service is provided by Transporter. For each
transaction hereunder, charges shall commence on the first Day of the agreed
upon transaction and continue until Shipper's account balance for that
transaction reaches zero or until the last Day of the agreed upon term as set
forth in the executed PAL Service Agreement, whichever comes first.
   
5.    NOMINATIONS AND SCHEDULING
      5.1   Availability. Park and Loan Service is subject to available Park
capacity and available Loan capacity. For each Day Transporter shall project
the amount of available Park capacity and available Loan capacity that
Transporter's system is capable of providing and post such information on its
Interactive Internet Website. As Transporter receives nominations for all
services that affect the amount of available Park capacity and available Loan
capacity, Transporter will update the information on its Interactive Internet
Website accordingly.
   
      5.2   Nomination. A Shipper seeking Park and Loan Service on any Day
under this Rate Schedule shall submit a nomination to Pipeline in accordance
with Section 7 of Pipeline's General Terms and Conditions. Customer shall
nominate the agreed upon Park or Loan quantities at the Parking Point or Loan
Point. Such nominated quantities shall be subject to confirmation by
Transporter. The confirmed quantity shall be deemed the scheduled quantity.
Transporter shall schedule the quantities nominated hereunder in accordance
with Section 7 of Transporter's General Terms and Conditions.

   
      5.3   Transporter intends to provide PAL service at given Parking Points
and Loan Points to Shippers on a first-come, first-served basis. It is
possible that Transporter will receive nominations for more Park or Loan
capacity that it can make available, and can therefore not satisfy the
nominations of all Shippers. When submitting a Park or Loan bid, a Shipper may
determine if it wishes to receive a prorated portion of the capacity for which
it submitted a nomination, or alternatively, if it wishes to cancel the
nomination if the entire order cannot be filled. As a default choice, if
Shipper does not make such an election and Transporter cannot grant Shipper
all of the Park or Loan capacity it requested, Shipper shall be allocated a
prorated portion of its Park or Loan capacity request.
   
      5.4   The Park or Loan quantity of Gas in Shipper's account for all Loan
Points on any Day shall not exceed the MLQ set forth in Shipper's PAL Service
Agreement. Transporter may reject any nomination if Shipper nominates
quantities when the balance(s) in Shipper's account exceeds the MLQ or when
giving effect to the nomination will result in a balance(s) in Shipper's
account that exceeds the MLQ.
   
      5.5   A shipper that wishes to close its Parked or Loaned position must
make a nomination to close the position. Nominations to close Park or Loan
positions must be in accordance with Section 7 of Pipeline's General Terms and
Conditions. Nominations to close existing Park or Loan positions shall take
precedent over nominations for new Park or Loan quantities, as applicable, and
the available quantities shall be adjusted accordingly prior to allocating
such capacity to new requests for PAL service.

6.    INTERRUPTION AND CURTAILMENT OF SERVICE
   
      6.1   In the event that Transporter determines, in its sole discretion,
that some or all Park and Loan services must be interrupted or curtailed in
order to satisfy Transporter's obligations to other Shippers consistent with
Section 10 of the General Terms and Conditions, or that such interruption or
curtailment is otherwise necessary or appropriate to avoid adverse impact on
the operation of Transporter's system, or if a Shipper has a Parked Quantity
or a Loan Quantity of less than 50 Dth, Transporter will notify, by telephone,
facsimile, e-mail or other means, any affected Shippers receiving Park or Loan
service that they must eliminate or reduce their existing Parked Quantity
and/or Loan Quantity, as applicable, over the period specified in
Transporter's notice. Such notices shall be issued to Shippers in the order
based upon the Present Value for each Shipper's outstanding Parked Quantities
or Loan Quantities at all Parking and Loan Points beginning with the lowest
Present Value first. Such notices must be given by Transporter with at least
one Day notice.
   
      6.2   If Shipper fails to comply with a notice given in accordance with
Section 6.1 above, Transporter shall cash out the Parked Quantity that Shipper
was advised, but failed, to reduce or eliminate at the replacement cost of gas
less ten percent (10%), in order to recover Transporter's administrative
costs. The cash-out price of gas shall be computed as follows: (i) all volumes
subject to cash-out on a particular Day will be aggregated and offered for
sale in one lump sum; (ii) all revenues received from the sale of such volumes
will be aggregated for such Day; and, (iii) the aggregate revenues, less 10%,
for each Day will be applied pro rata to the aggregate cash-out volumes for
each Day. All quantities of Gas offered for sale pursuant to this section will
be posted on Transporter's Interactive Internet Website in a notice stating
the quantity of Gas offered for sale and the deadline for making bids. Such
volumes will be sold on a best bid basis, beginning with the highest bid.
   
      6.3   If Shipper fails to repay its Loan Quantity to Transporter, or
fails to comply with a notice given in by Transporter in accordance with
Section 6.1 above, Transporter shall cash out Shipper's Loan Quantity at 115%
of the price of gas as reported by Gas Daily for Tennessee Gas Pipeline, Zone
6 (Delivered) on the Day following the expiration of the period specified in
Transporter's curtailment notice provided pursuant to Section 6.1 above,
multiplied by the Loan Quantity remaining on the Day the Loan Quantity was
originally due.

7.    CONTRACT TERMINATION
   
      The Park and Loan Service Contract may be terminated by either party on
30 days notice, or terminated by the Transporter on shorter notice if in its
sole discretion, the Shipper has not complied with the terms of the tariff,
including the creditworthiness requirements as set forth in Section 3 of
Pipeline's General Terms and Conditions. Unless a shorter period of time is
imposed in a notice issued in accordance with this Section 7, Shipper shall
eliminate any outstanding Parked Quantity or Loan Quantity within five (5)
days of termination of its Park and Loan Service Contract. If Shipper fails to
eliminate such balance, Transporter shall cash out any quantity remaining
after five (5) days at the replacement cost of gas plus fifteen percent (15%)
for Loan Quantity or the sale price of the gas less ten percent (10%) for
Parked Quantity. For such purposes, the replacement cost and sale price of gas
shall be computed as described in Section 6 above.
   
8.    GENERAL TERMS AND CONDITIONS
   
      Shipper shall provide Transporter with such information as is needed to
meet Transporter's obligations pursuant to 18 C.F.R. Part 284. Unless stated
otherwise, all of the General Terms and Conditions of Transporter's FERC
Tariff, and any revisions thereof that may be proposed and made effective from
time to time hereafter, shall apply to and are made a part of this Rate
Schedule.

                             RATE SCHEDULE FT-FLEX
                      LIMITED FIRM TRANSPORTATION SERVICE
   
1.   AVAILABILITY
   
This Rate Schedule is available for service by Transporter to any Shipper,
where:
   
     a)  Shipper has made a valid request, as defined in Section 3 of the
General Terms and Conditions, or Shipper has obtained released capacity under
Section 11 of the General Terms and Conditions;
   
     b)  Shipper has met Transporter's financial creditworthiness criteria as
set forth in Section 3 of the General Terms and Conditions;
   
     c)  Shipper and Transporter have entered into a Gas Transportation Contract
for FT-FLEX Limited Firm Transportation Service under this Rate Schedule;
   
     d)  All necessary contracts have been or will be entered into by or on
behalf of Shipper for the acquisition of Gas, for the delivery of Gas to
Transporter at one or more Receipt Points on the System, and/or the further
transportation of Gas from one or more Delivery Points on the System, as
applicable; and
   
     e)  All necessary regulatory and governmental approvals to purchase and
sell, transport and, if appropriate, export and/or import the Gas to be
transported by Transporter have been obtained.
   
2.   APPLICABILITY AND CHARACTER OF SERVICE
   
Service rendered under this Rate Schedule shall consist of:
   
a)   the receipt by Transporter of Shipper's Gas at the Receipt Point(s)
     specified in the executed Gas Transportation Contract;
   
b)   the transportation of Gas up to Shipper's Maximum Contract Demand
     either by forwardhaul, or by displacement, exchange or backhaul; and
   
c)   the delivery of Gas by Transporter to or for the account of Shipper
     at Delivery Point(s) specified in the executed Gas Transportation
     Contract; and

                      RATE SCHEDULE FT-FLEX   (Continued)
   
     d) the transportation service rendered under this Rate Schedule shall be
firm between the Receipt Point(s) and Delivery Point(s) set forth in the
executed agreement, except that Transporter has the right to not schedule
service, in whole or in part, during any Daily Nomination Cycle except as
prohibited by Section 7.2(iv) of the General Terms and Conditions of
Transporter s FERC Gas Tariff. The maximum number of Days in any Month on
which Transporter may decline to schedule is 10 Days.
   
Following Transporters non-scheduling of a nomination by Shipper on one of
the Days on which Transporter does not schedule Shipper s nomination under
this Rate Schedule, Shipper is entitled to resubmit the nomination with
other receipt and/or delivery points or as a request for service pursuant
to any other Rate Schedule in one of Transporter s other Nomination Cycles,
provided that Shipper has executed a service contract under such Rate
Schedule.
   
     e) Shipper may nominate as Authorized Overrun and Transporter may schedule,
pursuant to Section 7.4 of the General Terms and Conditions contained herein, an
amount above its MDQ during any Day.
   
3.   RATES AND CHARGES
   
     a)    Applicable Rates.  The applicable maximum and minimum reservation
rates, maximum and minimum usage rates and applicable unit charges for service
under this Rate Schedule are set forth in the currently effective Sheet No. 100
of this FERC Gas Tariff and are hereby incorporated herein.
   
     b)  Monthly Bill.  The Monthly bill shall consist of:
          i)  Reservation Charge.  For each Month, the reservation rate payable
by Shipper shall, subject to any discounted or negotiated rate as provided
herein, be equal to the applicable maximum reservation rate, multiplied by the
Shipper s Maximum Contract Demand as specified in Shipper s Gas Transportation
Contract.
          ii)  Usage Charge.  For each Month, the usage rate payable by Shipper
shall, subject to any discounted or negotiated rate as provided herein, be equal
to the applicable maximum usage rate multiplied by the sum of the Receipt Point
Scheduled Quantity or Quantities during such Month.
   
         iii)  ACA Charge.  For each Month, the ACA rate payable by Shipper
shall be equal to an amount obtained by multiplying the sum of the Receipt
Point(s) Scheduled Quantity or Quantities during such Month, by the ACA unit
rate.
   
         iv)  Scheduling, Imbalance and Overrun Penalties.  Transporter shall
charge Shipper any applicable scheduling, imbalance and overrun penalties in
accordance with Section 8 of the General Terms and Conditions.

                      RATE SCHEDULE FT-FLEX   (Continued)
   
        v) Authorized overrun charge.  For each Month, the maximum authorized
overrun charge payable by Shipper shall be equal to the applicable maximum rate
for service under Rate Schedule IT, multiplied by the sum of the Authorized
Overrun Scheduled Quantity or Quantities during such Month for such Shipper.
   
        vi)  Other Charges.  These include any other charges as may be
applicable from time to time pursuant to the General Terms and Conditions or as
otherwise authorized by the FERC.
   
        vii)  Capacity Release Credits.  To the extent Shipper releases capacity
in any Month pursuant to Section 11 of the General Terms and Conditions, Shipper
shall receive a credit representing the Monthly reservation charge

                      RATE SCHEDULE FT-FLEX   (Continued)
   
simultaneously billed to the Replacement Shipper, minus all applicable fees
described in Section 11.15 of the General Terms and Conditions.  Nothing in
this Section 4(b)(vi) relieves Shipper of its obligation to pay to Transporter
the full amount of the reservation charge for any Month in which the
Replacement Shipper fails to pay all or any portion of the Replacement
Reservation Charge.
   
     (c)  Discounted Rates.  Transporter shall have the right to discount the
maximum reservation rate and maximum usage rate for service under this Rate
Schedule and to charge a lower rate for some or all of the services performed
under this Rate Schedule; provided, however, that in no event shall rates
charged under this Rate Schedule be less than the minimum reservation rate and
minimum usage rate for firm service.  Transporter is not obligated to offer
service at discounted rates; however, rates will not be discounted on an
unduly discriminatory basis and discounts will be made available to all
similarly situated customers.
   
     A Shipper with a previously negotiated rate discount limited to service
at specific receipt and delivery points may request that such discounted rate 
apply to alternate points if Shipper chooses to release capacity or use
flexible receipt and delivery points rights.  There shall be a rebuttable
presumption that Shipper will retain its discounted rate when utilizing such
points if Transporter currently grants discounts to another Shipper receiving
transportation service utilizing such points.  However, Transporter can rebut
this presumption by demonstrating that Shipper is not similarly situated to
the Shipper receiving the discount at those points.  If the discount is
retained, Shipper shall pay the higher of its contractual discounted rate or
the highest discount rate being applicable to those points.
   
     On any Business Day, the request to transfer the discount must be
submitted at least two hours prior to the nomination that would use the
discount at alternate points.  Transporter shall respond to the request within
two hours of receipt; however, any request received after 4:00 p.m. Central
Clock Time on any Business Day shall be responded to by 9:00 a.m. Central
Clock Time on the following Business Day.
   
     (d)  Measurement Variance.  Reservation and usage charges shall be based
on Shipper s applicable monthly Maximum Contract Demand and Receipt Point
Scheduled Quantities, respectively, irrespective of whether the applicable
monthly Measurement Variance Factor is positive or negative.  Shipper shall
receive in-kind adjustments to Scheduled Quantities in order to account for
positive and negative Measurement Variance Quantities.  Transporter shall
publish the applicable monthly Measurement Variance Factor on its Interactive
Internet Website. Such published Measurement Variance Factor will be bound by
maximum and minimum percentages set forth on currently effective Sheet No. 100
of this Tariff.
   
     (e)  Negotiated Rates.  Notwithstanding any provision of Transporter's
Tariff to the contrary, Transporter and Shipper may mutually agree in writing
to rates, rate components, charges, or credits for service under this Rate
Schedule that differ from those rates, rate components, charges, or credits
that are otherwise prescribed, required, established or imposed by this Rate
Schedule or by any other applicable provision of Transporter's effective FERC
Gas Tariff.  If

                      RATE SCHEDULE FT-FLEX   (Continued)
   
Transporter agrees to such negotiated rate(s), then such negotiated rate(s)
shall be set forth in the Gas Transportation Contract and shall be effective
only for the period agreed upon by Transporter.  During such period, the
negotiated rate(s) shall govern and apply to the Shipper's service and the
otherwise applicable rate, rate component, charge, or credit (i.e., any
reduction in rates which might otherwise apply) which the parties have agreed
to replace with the negotiated rate(s), shall not apply to, or be available
to, the Shipper.  At the end of such period, the otherwise applicable maximum
rates or charges shall govern the service provided to Shipper, unless
otherwise agreed by Transporter and Shipper. Only those rates, rate
components, charges, or credits identified by Transporter and Shipper in
writing as being superseded by a negotiated rate(s)shall be ineffective during
the period that the negotiated rate is effective; all other rates, rate
components, charges, or credits (i.e., any reduction in rates which might
otherwise apply) prescribed, required, established for service under this Rate
Schedule, shall remain in effect.  Transporter shall make any filings with the
FERC necessary to effectuate a negotiated rate(s).
   
4.   GENERAL TERMS AND CONDITIONS
   
      All of the General Terms and Conditions and any revisions thereof that
may be made effective from time to time hereafter, shall apply to and are made
a part of this Rate Schedule.

                               RATE SCHEDULE HRS
                            Hourly Reserve Service
   
1. AVAILABILITY
   
This Rate Schedule is available for service by Transporter to any Shipper,
where:
   
a) Transporter has determined that it has sufficient available and uncommitted
capacity to perform service requested by shipper; and
   
b) Shipper has made a valid request, as defined in Section 3 of the General
Terms and Conditions, or Shipper has obtained released capacity under Section
11 of the General Terms and Conditions; and
   
c) Shipper has met Transporter's financial creditworthiness criteria as set
forth in Section 3 of the General Terms and Conditions; and
   
d) Shipper and Transporter have entered into a Gas Transportation Contract for
HRS Service under this Rate Schedule; and
   
e) All necessary contracts have been or will be entered into by or on behalf
of Shipper for the acquisition of Gas, for the  delivery of Gas to Transporter
at one or more Receipt Points on the System, and/or the further transportation
of Gas from one or more Delivery Points on the System, as applicable; and
   
f) All necessary regulatory and governmental approvals to purchase and sell,
transport and, if appropriate, export and/or import the Gas to be transported
by Transporter have been obtained; and
   
g) Transporter is not already providing service under Rate Schedule HRS at the
desired Primary Delivery Point.
   
2. APPLICABILITY AND CHARACTER OF SERVICE
   
a) This Rate Schedule shall apply to all Transportation Service rendered by
Transporter for Shipper pursuant to the executed Gas Transportation Contract
under this Rate Schedule.
   
b) Transportation Service under this Rate Schedule shall consist of:  (1)  the
receipt of Gas on behalf of Shipper, (2) the Transportation of Gas, and  (3)
the Tender of Gas for delivery by Transporter to Shipper, or for Shipper's
account up to Shipper's MDQ, at hourly rates up the Shipper's MHQ.

                           RATE SCHEDULE HRS (cont.)
                             Hourly Reserve Service
   
c) Transportation Service rendered under this Rate Schedule shall be firm, up to
the Primary Delivery Point MDQs and MHQs specified in the executed Agreement.
Transporter shall enter into no more than one agreement for Rate Schedule HRS
Service at any Primary Delivery Point on the system.  Transportation service
under this rate schedule at secondary points shall be firm, up to the shipper's
MDQ at an MHQ equal to the Shipper's MDQ divided by 24, provided, however, that
Transporter shall honor Shipper's MHQ at a Secondary Delivery Point if doing so
will not interfere with the provision of any other service request on the
system.
   
d) Shipper shall be deemed to be within its contract entitlement to the extent
the actual flow rate during any hour is less than the combined scheduled hourly
flow rates at the primary point pursuant to Section 7.10 of the General Terms
and Conditions contained in Transporter's FERC Gas Tariff and within its MDQ
during any Gas Day.
   
e) Shipper may nominate as Authorized Overrun and Transporter may schedule,
pursuant to Section 7.4 of the General Terms and Conditions contained herein, an
amount above its MDQ during any Day and/or above its MHQ during any hour.
Shipper may nominate an MHQ overrun for a limited number of hours during any day
but no less than one hour of service overrun may be nominated.
   
3. RATES AND CHARGES
3.1 Reservation Rates shall consist of:
   
a) A Capacity Reservation Rate, as stated on Sheet No. 102, paid each month. The
Capacity Reservation Charge shall be the product of Shipper's MDQ (in
Dekatherms) multiplied by the rate shown on Sheet No. 102 (or such
discounted/negotiated rate as may be established under Section 3.3 of Rate
Schedule HRS), and
   
b) A Deliverability Reservation Rate, as stated on Sheet No. 102, paid each
Month.  The Deliverability Reservation Charge shall be the product of Shipper's
MDQ (in Dekatherms), times the rate shown on Sheet No. 102 applicable to the
Maximum Hourly Flow Rate selected by Shipper and agreed to by Transporter which
appears on Schedule 2 of Shipper's service agreement (or such discounted/
negotiated rate as may be established under Section 3.3 of Rate Schedule HRS).
   
3.2 Usage Rates
   
a) On a monthly basis, the Usage-1 Rate, as stated on Sheet No. 102, will be
multiplied by that portion of the total quantity of Gas deliveries on any Day
during the month, pursuant to the Shipper's Agreement which is not in excess of
the lower of (i) 105% of the scheduled quantities of Gas under the Agreement for
such Day or (ii) the MDQ in effect under the Agreement for such Day.

                              RATE SCHEDULE HRS (cont.)
                               Hourly Reserve Service
   
b) On a monthly basis, the Usage-2 Rate, as stated on Sheet No. 102, will be
multiplied by that portion of the total quantity of Gas scheduled as Authorized
Overrun on any Day during the month, which Shipper nominates and Transporter
schedules pursuant to Section 7.4 of the General Terms and Conditions contained
herein.

                           RATE SCHEDULE HRS (cont.)
                            Hourly Reserve Service
   
d) ACA Charge.  For each month, the ACA rate payable by the Shipper shall be
equal to an amount obtained by multiplying the sum of the Receipt Point(s)
Scheduled Quantity or Quantities during such Month, by the ACA unit rate.
   
e) Scheduling, Imbalance and Overrun Penalties.  Transporter shall charge
Shipper any applicable scheduling, imbalance or overrun penalties in
accordance with Section 8 of the General Terms and Conditions.
   
f) Other Charges.  These include any other charges as may be applicable from
time to time pursuant to the General Terms and Conditions or as otherwise
authorized by the FERC.
   
g) Capacity Release Credits.  To the extent Shipper releases capacity in any
Month pursuant to Section 11 of the General Terms and Conditions, Shipper
shall receive a credit representing the Monthly reservation charge.
   
3.3 Discounted Rates
   
Transporter shall have the right to discount the maximum reservation rate and
maximum usage rate for the service under this Rate Schedule and to charge a
lower rate for some or all of the services performed under this Rate Schedule;
provided, however, that in no event shall rates charged under this Rate
Schedule be less than the minimum reservation rate and minimum usage rate for
firm service.  Transporter is not obligated to offer service at discounted
rates; however, rates will not be discounted in an unduly discriminatory
manner and comparable discounts will be made available to all similarly
situated customers.
   
A Shipper with a previously negotiated rate discount limited to service at
specific receipt and delivery points may request that such discounted rate
apply to alternate points if Shipper chooses to release capacity or use
flexible receipt and delivery points rights.  There shall be a rebuttable
presumption that Shipper will retain its discounted rate when utilizing such
points if Transporter currently grants discounts to another Shipper receiving
transportation service utilizing such points.  However, Transporter can rebut
this presumption by demonstrating that Shipper is not similarly situated to
the Shipper receiving the discount at those points.  If the discount is
withheld, Shipper shall pay the higher of its contractual discounted rate or
the highest discount rate being applicable to those points.

                           RATE SCHEDULE HRS (cont.)
                            Hourly Reserve Service
   
On any Business Day, the request to transfer the discount must be submitted at
least two hours prior to the nomination that would use the discount at
alternate points.  Transporter shall respond to the request within two hours
of receipt; however, any request received after 4:00 p.m. Central Clock Time
on any Business Day shall be responded by 9:00 a.m. Central Clock Time on the
following Business Day.
   
   
3.4 Measurement Variance
   
Subject to the terms of Sections 3.1 and 3.2 of this Article III, reservation
and usage charges shall be based on Shipper's applicable monthly Maximum
Contract Demand and Receipt Point Scheduled Quantities, respectively,
irrespective of whether the applicable monthly Measurement Variance Factor is
positive or negative.  Shipper shall receive in-kind adjustments to Scheduled
Quantities in order to account for positive and negative Measurement Variance
Quantities.  Transporter shall publish the applicable monthly Measurement
Variance Factor on its electronic bulletin board.  Such published Measurement
Variance Factor will be bound by maximum and minimum percentages set forth on
currently effective Sheet No. 102 of this Tariff.
   
3.5 Negotiated Rates
   
Notwithstanding any provision of Transporter's Tariff to the contrary,
Transporter and Shipper may mutually agree in writing to rates, rate
components, charges, or credits for service under this Rate Schedule that
differ from those rates, rate components, charges, or credits that are
otherwise prescribed, required, established or imposed by this Rate Schedule
or by any other applicable provision of Transporter's effective FERC Gas
Tariff.  If Transporter agrees to such negotiated rate(s), then such
negotiated rate(s) shall be set forth in the Gas Transportation Contract and
shall be effective only for the period agreed upon by Transporter.  During
such period, the negotiated rate(s) shall govern and apply to the Shipper's
service and the otherwise applicable rate, rate component, charge, or credit
(i.e., any reduction in rates which might otherwise apply) which the parties
have agreed to replace with the negotiated rate(s), shall not apply to, or be
available to, the Shipper.  At the end of such period, the otherwise
applicable maximum rates or charges shall govern the service provided to
Shipper, unless otherwise agreed by Transporter and Shipper.

                           RATE SCHEDULE HRS (cont.)
                            Hourly Reserve Service
   
Only those rates, rate components, charges, or credits identified by
Transporter and Shipper in writing as being superseded by a negotiated rate(s)
shall be ineffective during the period that the negotiated rate is effective;
all other rates, rate components, charges, or credits (i.e., any reduction in
rates which might otherwise apply) prescribed, required, established for
service under this Rate Schedule, shall remain in effect.  Transporter shall
make any filings with the FERC necessary to effectuate a negotiated rate(s).
   
4.RECEIPT AND DELIVERY POINTS
   
4.1  The Receipt Point(s) at which Transporter shall receive Gas for
Transportation hereunder shall be those listed in Schedule 1 appended to each
Gas Transportation Contract and such Schedule shall designate all of Shipper's
potential Receipt Point(s) and shall further designate Shipper's Primary
Receipt Point(s).
   
4.2 Shipper shall have the right to redesignate any points listed on Schedule
1 appended to each Gas Transportation Contract as Primary Receipt Point(s),
subject to available capacity and provisions of the General Terms and
Conditions.  Furthermore, Shipper shall have the right to utilize all other
Receipt Point(s) as Secondary Receipt Point(s), subject to available capacity
and the provisions of the General Terms and Conditions.
   
4.3  Shipper shall have a single Primary Delivery Point listed in Schedule 2
to its Gas Transportation Contract.  Shipper shall have the right to utilize
all other Delivery Points as Secondary Delivery Points, except that a request
for service at a Secondary Delivery Point shall be scheduled as a request for
service at an uniform hour flow rate without regard to Shipper's MHQ;
provided, however, that Transporter shall honor Shipper's MHQ at a Secondary
Delivery Point if doing so will not interfere with the provision of any other
service request on the system.
   
4.4 Shipper shall have the right to redesignate any point listed on Schedule 2
appended to each Gas Transportation Contract as Primary Delivery Point,
subject to available capacity and the provisions of the General Terms and
Conditions; provided, however, if Shipper is paying a Negotiated Rate for
service under the Agreement and requests to change its Primary Delivery Point
under the Agreement, then unless otherwise agreed to in writing by Shipper and
Transporter the rate applicable for service to such new Primary Delivery Point
shall be the maximum Recourse Rate.  Furthermore, Shipper shall have the right
to utilize all other Delivery Points as Secondary Delivery Points, except that
a request for service at a Secondary Delivery Point shall be scheduled as a
request for service at an uniform hour flow rate without regard to Shipper's
MHQ; provided, however, that Transporter shall honor Shipper's MHQ at a
Secondary Delivery Point if doing so will not interfere with the provision of
any other service request on the system.

                              RATE SCHEDULE HRS (cont.)
                               Hourly Reserve Service
   
4.5 Shipper shall elect the MHQ for Shipper's Gas at the Primary Delivery Point
at the time its request for Transportation Service is submitted to Transporter
pursuant to Section 3 of the General Terms and Conditions.  Such election may
not include more than one MHQ at a Primary Delivery Point. Such MHQ shall
reflect deliveries at Maximum Hourly Flow Rates of 1/24th, 1/20th, 1/16th,
1/14th, or 1/12th of MDQ.  Such election by Shipper will be set forth in the
Agreement.  Shipper shall have the right to utilize all other Delivery Points
as Secondary Delivery Points, except that a request for service at a Secondary
Delivery Point shall be scheduled as a request for service at an uniform hour
flow rate without regard to Shipper's MHQ; provided, however, that Transporter
shall honor Shipper's MHQ at a Secondary Delivery Point if doing so will not
interfere with the provision of any other service request on the system.
   
   
5. COMMISSION AND OTHER REGULATORY FEES
   
Shipper will reimburse Transporter for any separately stated fees required by
the Commission or any other federal or state regulatory body.
   
6.  GENERAL TERMS AND CONDITIONS
   
All of the General Terms and Conditions and any revisions thereof that may be
made effective from time to time hereafter shall apply to and are made a part
of this Rate Schedule.

   
   
   
                         ORIGINAL SHEET NOS. 227 - 299
                        HAVE NOT BEEN ISSUED, BUT HAVE
                         BEEN RESERVED FOR FUTURE USE

                         GENERAL TERMS AND CONDITIONS
   
                               TABLE OF CONTENTS
   
Section No.    Section Title                                      Sheet No.
   
1.             Introductory Statement                                301
2.             Definitions                                           301
3.             Requests for Service/Credit Evaluation                310
4.             General Service Conditions                            317
5.             Quality of Gas                                        318
6.             Measurement of Gas and Measurement Equipment          320
7.             Nominations and Scheduling                            323
8.             Balancing and Penalties                               332
9.             Receipt Points and Delivery Points                    340
10.            Service Interruptions and Priorities                  341
11.            Capacity Release                                      343
12.            Pregranted Abandonment and Right of First Refusal     363
13.            Interactive Internet Website                          365
14.            Lateral Facilities Policy                             368
15.            Billings and Payments                                 369
16.            Cost Reimbursements                                   372
17.            ACA Charge                                            374
18.            Warranty of Title and Possession of Gas               375
19.            Indemnity                                             377
20.            Liability and Remedies                                378
21.            Supervening Laws and Changes by the Transporter       381
22.            Marketing Affiliate Rule                              382
23.            Miscellaneous                                         383
24.            Compliance with WGQ Standards                         385

                         GENERAL TERMS AND CONDITIONS
   
  1.   INTRODUCTORY STATEMENT
   
       These General Terms and Conditions shall apply to all service rendered
by Transporter and shall be considered a part of Transporter's Rate Schedules
and Gas Transportation Contracts. Except as provided in Section 3.5 of each
Rate Schedule, these General Terms and Conditions shall control in the event
of a conflict between these General Terms and Conditions and any Gas
Transportation Contract.
   
  2.   DEFINITIONS
   
       Except where another meaning is expressly stated, the following terms
shall have the following meanings when used in this Tariff and in any Gas
Transportation Contract incorporating this Tariff.  Whenever the singular or
neuter is used the same shall be construed as meaning the plural or corporate
and vice versa where the context so requires:
   
       2.1  British Thermal Unit or BTU: shall mean the amount of heat
required to raise the temperature of one pound of distilled water 1 degree
Fahrenheit at 60 degrees Fahrenheit, at a constant pressure of 14.73 pounds
per square inch absolute.
   
       2.2  Business Day: shall mean the period from 8:00 a.m. to 6:00 p.m.
Eastern Time, Monday through Friday, excluding Federal banking holidays for
transactions in the U.S., and similar holidays for transactions occurring in
Canada and Mexico.
   
       2.3  Commencement Date: shall mean the date on which service begins, as
set forth in a Gas Transportation Contract, or the date on which the
facilities required to enable Transporter to render service to Shipper are
constructed, installed and made operational, as set forth in Transporter's
initial written notice to Shipper, which shall be given at least thirty (30)
Days in advance of the estimated date ("Advance Notice"), followed by a
written notice to transport Shipper's Gas by Transporter ("Final Notice"),
which shall be given not less than five (5) Days prior to the date on which
the service shall begin, unless Shipper and Transporter mutually agree to a
shorter notice period.
   
       2.4  Cubic Foot: shall mean the volume of Gas which occupies one cubic
foot when such Gas is at a temperature of 60 degrees Fahrenheit, and at a
pressure of 14.73 pounds per square inch absolute.
   
       2.5  Day or Daily: shall mean a period of twenty-four consecutive
hours, beginning and ending at 9:00 a.m. Central Clock Time.

                   GENERAL TERMS AND CONDITIONS (Continued)
   
        2.6 Delivery Point(s): shall mean a point or points at which
Transporter is authorized to make Gas available to or for the account of
Shipper.  With respect to any Shipper, a Delivery Point shall be either
Primary or Secondary. The System Delivery Points are listed on Transporter s
Interactive Internet Website.
   
        2.7 Dth: shall mean the quantity of heat energy which is 1,000,000
British Thermal Units.
   
        2.8 Eastern Time: shall mean Eastern Daylight Savings Time when in
effect and Eastern Standard Time at all other times.
   
        2.9 EDI: shall mean the Electronic Data Interchange as defined by
then-effective standards established by the Gas Industry Standards Board and
approved by the FERC.
   
        2.10 Effective Service Period: shall mean the portion of a Year that a
FT Shipper's Maximum Contract Demand is available for nomination, which shall
be the entire year unless a lesser period is set forth on Schedules 1 and 2 of
the FT Transportation Contract.
   
        2.11 FERC: shall mean the Federal Energy Regulatory Commission or any
successor agency having jurisdiction over this Tariff.
   
        2.12 Force Majeure: shall mean acts of God, strikes, lockouts,
sabotage, acts of the public enemy, wars, blockades, insurrections, riots,
epidemics, landslides, mudslides, lightning, snowstorms, ice storms,
earthquakes, fires, storms, floods, washouts, arrests and restraints of rulers
and peoples, civil disturbances, explosions, breakage of or accident to
machinery or lines of pipe, line freeze-ups, the binding order of any court or
governmental authority which has been resisted in good faith by all reasonable
legal means, and any other cause whatsoever, whether of the kind herein
enumerated, or otherwise which is not within the control of the party claiming
excuse and which by the exercise of due diligence such party is unable to
prevent or overcome.  A failure to settle or prevent any strike or other
controversy with employees or with anyone purporting or seeking to represent
employees shall not be considered to be a matter within the control of the
party claiming excuse.  Under no circumstances will lack of funds or finances,
or failure of or change in gas supply, markets or storage facilities or fields
be construed to constitute Force Majeure.
   
        2.13 Gas: shall mean natural gas of the quality specified in Section 5
herein.
   
        2.14 Gas Transportation Contract: shall mean a contract for firm or
interruptible service under this Tariff made by and between Transporter and
Shipper, or by and between Transporter and a Replacement Shipper.
Specifically, such term shall include the Gas Transportation Contracts for
Firm Transportation Service, Interruptible Transportation Service, FT-FLEX
Limited Firm Transportation Service, and Gas Transportation Contracts with
replacement Shippers, the forms of which are included in this Tariff.

                   GENERAL TERMS AND CONDITIONS (Continued)
   
        2.15 General Terms and Conditions: shall mean the General Terms and
Conditions of this Tariff, as they may be amended from time to time.
   
        2.16 Hour: Shall mean a period of sixty consecutive minutes beginning
at the top of any hour, e.g., 9:00.
   
        2.17 Intra-day Nomination: shall mean a Nomination submitted after the
deadline which effective time is no earlier than the beginning of the gas Day
and runs through the end of that gas Day.  Intra-day Nominations may be used
to nominate new supply or market. Shippers receiving service under any of
Transporters rate schedules may make Intra-day Nomination which can be used to
request increases or decreases in total flow, changes to Receipt Points, or
changes to Delivery Points of scheduled gas for less than one Day. Intra-day
Nominations shall be stated in daily quantities, indicating the revised total
flow for the 24 hour period commencing at 9:00 am Central Clock Time, and
shall include an effective date and time. Such Nominations do not replace the
remainder of a standing Nomination which may extend past that gas Day.
   
        2.18 Loan Point: shall mean the location where Transporter delivers 
Gas to Shipper for Loan Service.
   
        2.19 Loaned Quantity: shall mean the quantity of Gas delivered by
Transporter to Shipper at the Loan Point for loan service.
   
        2.20 Maximum Contract Demand: shall mean the sum of the Receipt Point
Maximum Daily Quantity or Quantities, as set forth in an executed Gas
Transportation Contract under Rate Schedule FT.
   
        2.21 Maximum Daily Quantity or MDQ: shall mean the maximum number of
DTH (adjusted by the applicable Measurement Variance Quantity), specified in a
Gas Transportation Contract in accordance with one or more Rate Schedules
herein, that Transporter is obligated to transport Daily for Shipper to a
specified Delivery Point or from a specified Receipt Point. Nothing in this
definition is intended to conflict with WGQ Standards 1.3.15, 1.3.16, 1.3.28
and 1.3.31.
   
        2.22 Maximum Hourly Flow Rate:  shall mean the percentage of MDQ at a
Primary Delivery Point that Transporter shall be obligated to deliver on
behalf of Shipper on a firm basis during any hour and shall be expressed as
the quotient of MHQ divided by MDQ.
   
        2.23 Maximum Hourly Quantity or MHQ:  shall mean the greatest number
of Dekatherms that Transporter is obligated to deliver at a Primary Delivery
Point to or on behalf of Shipper, on a firm basis, for any Hour.
   
        2.24 Mcf: shall mean 1,000 Cubic Feet of Gas.
   
        2.25 Measurement Variance Quantity: shall mean the product, rounded to
the nearest DTH, of the applicable Measurement Variance Factor and the Receipt
Point Scheduled Quantity in the case of a positive Measurement Variance
Factor, or the Delivery Point Scheduled Quantity in the case of a negative
Measurement Variance Factor.  Nothing in this definition is intended to
conflict with WGQ Standards 1.3.15, 1.3.16, 1.3.28 and 1.3.31.
   
        2.26 Measurement Variance Factor: shall mean the applicable
percentage, determined on a Monthly basis pursuant to this Section 2.20, to
account for and recover lost and unaccounted-for gas on the System.  The
Monthly percentages shall be within the minimum and maximum percentages set
forth on the currently effective Sheet No. 100 of this Tariff for the
applicable Rate Schedule.  At least ten (10) days prior to the beginning of
each Month, Transporter will publish the Measurement Variance Factor via its
Interactive Internet Website.  Nothing in this definition is intended to
conflict with WGQ Standards 1.3.15, 1.3.16, 1.3.28 and 1.3.31.  The Monthly
Measurement Variance Factor shall be calculated in the following manner:

                   GENERAL TERMS AND CONDITIONS (Continued)
   
    [Receipts-Deliveries +/- Line Pack Change +/- Accumulated Imbalance] /
            [Forecasted System Deliveries For The Applicable Month]
   
Where:
   
Receipts =     Actual measured quantities received by Transporter at Receipt
               Point(s) for transportation during the Month ending one Month
               prior to the applicable Month ("Measurement Month").
   
Deliveries =   Actual measured quantities made available by Transporter at
               Delivery Point(s) during the Measurement Month.
   
Line Pack      The change in line pack quantities in the System that occurred
Change =       during the Measurement Month.
   
Accumulated    Any gas (measurement variance) which has been over or under
Imbalance =    collected during the Month(s) prior to the Measurement Month.
   
        2.27 Month or Monthly: shall mean the period beginning at 8:00 a.m.
Eastern Time on the first Day of the calendar Month and ending at 8:00 a.m.
Eastern Time on the first Day of the next succeeding calendar Month.
   
        2.28 Nomination: shall mean a transmittal by Shipper to Transporter
either by facsimile or electronically of request for receipt and/or delivery
of gas for the account of the shipper for each gas Day that service is
desired.
   
        2.29 Operational Balancing Agreement: shall mean an executed agreement
between Transporter and another willing, mutually agreeable, creditworthy
third party that will aggregate the receipt and delivery obligations and
entitlement