Office of the Secretary

June 6, 2000

Charles F. Rule, Esquire
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

Re: Exxon Corporation and Mobil Corporation, File No. 991-0077; FTC Docket No. C-3907

Dear Mr. Rule:

This is in reference to the Application for Approval of Proposed Divestiture of Mobil's Interest in TAPS ("Application"), dated March 27, 2000, and filed by Exxon Mobil Corporation ("Exxon Mobil"). Pursuant to the proposed order in File No. 991-0077, Exxon Mobil requests prior Commission approval of its proposal to divest Mobil's interest in the Trans-Alaska Pipeline System ("TAPS") to Williams Alaska Pipeline Company, L.L.C. ("Williams"), a wholly-owned subsidiary of The Williams Companies, Inc.

After consideration of Exxon Mobil's Application and other available information, the Commission has determined to approve the proposed divestiture of Mobil's interest in TAPS to Williams as set forth in Exxon Mobil's Application. In according its approval, the Commission has relied upon the information submitted and the representations made in connection with Exxon Mobil's Application and has assumed them to be accurate and complete.

By direction of the Commission, Commissioner Leary recused.

Donald S. Clark

James P. Neidermeyer
Senior Attorney
The Williams Companies, Inc.
One Williams Center, Suite 41000
Tulsa, OK 74172