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                                                                     EXHIBIT 2.2
          AMENDMENT AND CLARIFICATION OF PURCHASE AND SALE AGREEMENT,
                          WAIVER AND CLOSING AGREEMENT

     This Amendment and Clarification of Purchase and Sale Agreement, Waiver and
Closing Agreement (the "Agreement"), dated April 9, 1996, is made by and between
Cimarron Gas Holding Company ("Cimarron"), Conoco Inc. ("Conoco") and Enogex
Products Corporation ("Enogex"), collectively referred to as the "Parties."

     Capitalized terms not otherwise defined herein shall have the meaning
assigned to them in that certain Purchase and Sale Agreement dated March 26,
1996.

                                    RECITALS
                                    --------

     WHEREAS, the Parties have previously executed that certain Purchase and
Sale Agreement (the "Purchase and Sale Agreement") dated March 26, 1996;

     WHEREAS, certain of Cimarron's Oklahoma Assets are subject to exercise of
rights of first refusal provisions;

     WHEREAS, certain third parties have elected to exercise their respective
rights of first refusal to purchase certain of Cimarron's Oklahoma Assets;

     WHEREAS, the Parties hereto desire to further clarify the Purchase and Sale
Agreement with regards to those assets conveyed from Cimarron to Enogex;

     WHEREAS, the Purchase and Sale Agreement provides that Cimarron shall have
obtained all consents

 required to assign the Material Contracts and Material
Rights of Way to Conoco and Enogex, respectively;

     WHEREAS, Conoco and Enogex desire to waive such requirements with respect
to certain of the Material Contracts and Material Rights of Way as set forth
herein;

     WHEREAS, the Parties desire to amend the Purchase and Sale Agreement with
respect to certain reciprocal representations made regarding Assets subject to
tax partnership agreements or similar provisions requiring a partnership income
tax return under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue
Code, as amended, or any similar state statute; and

     WHEREAS, the Parties desire to further clarify the terms of the Purchase
and Sale Agreement and related Post-Closing obligations as provided herein.

     NOW, THEREFORE, in consideration of the premises and intending to be
legally bound, for good and valuable consideration, the parties hereby agree as
follows:

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