Office of the Secretary

April 6, 2001

Linda R. Blumkin, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004

Re: El Paso Energy Corporation/The Coastal Corporation

FTC File No. 001-0086, Docket No. C-3996.

Dear Ms. Blumkin:

This is in reference to the Request for Approval of Divestiture ("Request"), dated February 1, 2001, and filed by El Paso Energy Corporation ("El Paso"). Pursuant to the Decision and Order in File No. 001-0086, El Paso requests prior Commission approval of its proposal to divest certain assets to Midcoast Energy Resources, Inc.

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

By direction of the Commission.

C. Landis Plummer
Acting Secretary

cc: Chris Kaitson, Esq.
Midcoast Energy Resources, Inc.
1100 Louisiana Street, Suite 3200
Houston, TX 77002