AMENDMENT 1

                                                                    EXHIBIT 10.1

                            SPLIT DOLLAR AGREEMENT

                                 AMENDMENT 1

      This AMENDMENT TO SPLIT DOLLAR AGREEMENT (this "Amendment") is made as of
the 1st day of January, 1997 between Tejas Gas Corporation ("Tejas"), a Delaware
corporation having its headquarters at 0000 XxXxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, and Xxxxxxxx Interests, Ltd. (the "Owner").

      WHEREAS, Tejas, the Owner and Xxx X. Xxxxxxxx (the "Participant") entered
into that certain Split Dollar Agreement on December 21, 1994 (the "Agreement");

      WHEREAS, Tejas, the Owner and the Participant desire to amend the
Agreement to increase the amount of payments made by Tejas annually in payment
of premiums for life insurance policies which constitute the Agreed Premium
Amount;

      WHEREAS, the Compensation Committee of the Board of Directors of Tejas has
authorized such increase in the Agreed Premium Amount;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
described herein, Tejas, the Owner and the Participant hereby agree as follows:

      1. DEFINITIONS. Terms used herein that are defined in the Agreement shall
have their meanings as defined in the Agreement, unless otherwise defined
herein.

      2. AMENDMENT TO THE AGREEMENT.

            The Agreement is amended to change the amount "$60,000" to
"$110,000" so that Section 1.(a) of the Agreement hereafter shall read in its
entirety as follows:

      "(a)  BY TEJAS: Each year commencing with the year 1997, Tejas shall pay
            to the Insurance Companies an amount equal to $110,000 plus the
            amount that otherwise would have been contributed for such year by
            Tejas, for the account of the Participant, to the Pension Benefit
            Restoration Trust and the Thrift Benefit Restoration Trust, which
            amount shall hereinafter sometimes be referred to as the "Agreed
            Premium Amount," as its share of the annual premium for the
            Insurance Contracts, unless and until this Agreement terminates as
            provided below."

      3. LIMITED EFFECT. Except as amended hereby, the Agreement shall continue
to be, and shall remain, in full force and effect in accordance with its terms
as currently written.

      4. SUCCESSORS, ASSIGNS AND OTHERS. This Amendment is binding upon Tejas,
the Participant (and the Participant's successors, executors, administrators,
and transferees), the Owner (and the Owner's successors and transferees) and any
beneficiary of the Insurance Contracts.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
16th day of April, 1997, to have effect as of the day and year first above
written.

                                        Tejas Gas Corporation

                                        By: /S/ XXXXXXXX X. XXXXXXXX
                                                Xxxxxxxx X. Xxxxxxxx
                                                Chairman of the Board

                                        Xxxxxxxx Interests, Ltd.

                                        By: /S/ XXX X. XXXXXXXX
                                                Xxx X. Xxxxxxxx
                                                Managing Partner

Agreed to and ratified by: /s/ XXX X. XXXXXXXX
                               Participant:  Xxx X. Xxxxxxxx

                           /s/ XXXXX X. XXXXXXXX
                               Spouse of Participant:  Xxxxx X. Xxxxxxxx

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