| Office of the Secretary March 9, 2000 Linda R. Blumkin, Esquire Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, NY 10004-1980 Re: El Paso Energy Corporation Docket No. C-3915 Dear Ms. Blumkin: This letter responds to the January 12, 2000, applications that you filed on behalf of the respondent in the above referenced matter seeking prior approval by the Federal Trade Commission ("Commission") of the divestiture of (1) Sea Robin Pipeline Company to Trunkline Gas Company d/b/a CMS Energy Corporation ("Sea Robin") and (2) East Tennessee Natural Gas Company to PanEnergy Corp, an entity controlled by Duke Energy Corporation ("East Tennessee"), as required by the order in Docket No. C-3915 ("Order"). The Order requires the respondent to divest Sea Robin and East Tennessee with the Commission's prior approval. The Commission has determined to approve the respondent's proposed divestitures. In according its approval to the divestitures, the Commission has relied upon the information submitted and representations made in connection with the respondent's applications for prior Commission approval of the proposed divestitures, and has assumed them to be accurate and complete. By direction of the Commission, Commissioner Leary not participating. Donald S. Clark |