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                                                                     EXHIBIT 2.1
                          PURCHASE AND SALE AGREEMENT


     THIS PURCHASE AND SALE AGREEMENT (the "AGREEMENT") is made and entered into
as of March 26, 1996, by and between CONOCO INC., a Delaware corporation, with
offices at 600 N. Dairy Ashford, Houston, Texas 77079 ("CONOCO"), and ENOGEX
PRODUCTS CORPORATION, an Oklahoma corporation, with offices at 600 Central Park
Two, 515 Central Park Drive, Oklahoma City, Oklahoma 73105 ("ENOGEX"), (Conoco
and Enogex are also sometimes referred to herein individually as "BUYER" or
collectively as "BUYERS"), and CIMARRON GAS HOLDING COMPANY, with offices at Two
Warren Place, Suite 812, 6120 South Yale Avenue, Tulsa, Oklahoma  74136-4235
("SELLER").

                                    RECITALS

     Seller desires to sell and Buyers desire to purchase all of Seller's right,
title and interest in and to the Assets defined herein pursuant to the terms and
conditions of this Agreement.

     As between the Buyers, Conoco wishes to purchase all of Seller's right,
title and interest in and to the Texas Assets as defined herein, and Enogex
wishes to purchase all of Seller's right, title and interest in and to the
Oklahoma Assets as defined herein.

     Therefore, Seller agrees to sell and Conoco agrees to purchase the Texas
Assets, and Seller agrees to sell and Enogex agrees

 to purchase the Oklahoma
Assets on the terms and conditions set forth in this Agreement.


                         ARTICLE 1.  PURCHASE AND SALE

  1.1  Assets.  Subject to the terms of this Agreement, Seller agrees to convey,
transfer and assign to Buyers, and Buyers agree to accept, as of the Effective
Date, all of Seller's right, title and interest in and to certain gas processing
plants along with associated gathering systems and independent gathering systems
(hereinafter collectively referred to as the "ASSETS").  The Assets include,
without limitation, the following:

      1.1.1    Plants.  All of Seller's right, title and interest in the gas
processing plants described in Exhibit A-Texas, Schedule 1 and Exhibit A-
Oklahoma, Schedule 1 to this Agreement (the "PLANTS"):

      1.1.2    Plant Facilities, Equipment and Personal Property.  All of
Seller's right, title and interest in the equipment, personal property, fixtures
and other facilities related to the Plants, including, without limitation, those
described on Exhibit A-Texas, Schedule 2 and Exhibit A-Oklahoma, Schedule 2 (the
"PLANT FACILITIES");

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