EXHIBIT 99

                    No.

                    IN THE
	                   SUPREME COURT OF THE UNITED STATES
                   	OCTOBER TERM, 1995


                    WILLIAMS NATURAL GAS COMPANY,
                                                  Petitioner,
                                   	V.
                    TALUS PROPERTIES LIMITED PARTNERSHIP,
                    PRIMA OIL AND GAS COMPANY, JOHN P.
                    LOCKRIDGE, YUMA COUNTY OIL COMPANY,
                    AND JER PARTNERSHIP,
                                                   Respondents.


                   	ON PETITION FOR WRIT OF CERTIORARI
	                   TO THE UNITED STATES COURT OF APPEALS
	                   FOR THE TENTH CIRCUIT


                   	PETITION FOR WRIT OF CERTIORARI

Gary W. Boyle                   Jay V. Allen
Counsel of Record               Williams Natural Gas
Williams Natural Gas              Company
  Company                       4100 One Williams Center
4100 One Williams Center        Tulsa, Oklahoma  74172
Tulsa, Oklahoma  74172
(918)  588-235


<PAGE>
QUESTIONS PRESENTED FOR REVIEW

1.  Did the Tenth Circuit Court of Appeals err when it failed to consider
the extrinsic evidence presented to it by the Petitioner?

2.  Did the Tenth Circuit Court of Appeals err when it refused to direct
the District Court to consider the Petitioner's contract reformation claim?

<PAGE>
TABLE OF CONTENTS


QUESTIONS PRESENTED FOR REVIEW....................(i)
LIST OF PARTIES AND RULE 29.1 LISTING.............(ii)
TABLE OF AUTHORITIES..............................(v)
OPINIONS..........................................2
JURISDICTION......................................2
RELEVANT STATUTE..................................2
STATEMENT OF THE CASE.............................2
REASONS FOR GRANTING THE WRIT.....................6
Summary of Argument...............................6

I.  THE COURT OF APPEALS' DECISION 
    INVOLVES FEDERAL ISSUES THAT HAVE 
    A SIGNIFICANT IMPACT ON THE 
    INTERSTATE NATURAL GAS GRID...................6

    A.  The Decision Below Directly Conflicts 
        With FERC's Policy Determinations in 
        Its Order No. 636, Which Introduced 
        Competition to the Interstate Gas
        Supply and Transportation Markets.........6

    B.  The Tenth Circuit's Interpretation of 
        the Contracts Creates an Unconscionable
        Burden on Interstate Commerce.............9

II. IN A MATTER OF GREAT PUBLIC IMPORTANCE, 
    THE TENTH CIRCUIT MISAPPLIED THE 
    APPLICABLE LAW AND HELD THAT WNG MUST 
    PERPETUALLY PURCHASE GAS FROM THE 
    RESPONDENTS AT AMOUNTS IN EXCESS
    OF 400% OF THE MARKET PRICE...................10

    A.  Standard of Review........................10

    B.  The Tenth Circuit Erroneously 
        Determined That the Contracts are
        Unambiguous...............................11



                                  (iii)

<PAGE>
        1.  The Contracts Contain Internally
            Inconsistent Language.................13

        2.  Circumstances External to the
            Contracts Also Raise
            Ambiguities...........................15

        3.  The Absurdity of the Contracts'
            Operation Evidences Their
            Ambiguity.............................16

    C.  The Tenth Circuit Erroneously Refused 
        to Consider WNG's Extrinsic Evidence
          ........................................18

    D.  The Tenth Circuit Erroneously Failed 
        to Direct the District Court to 
        Consider WNG's Reformation Claim..........24

CONCLUSION........................................27   


                                (iv)

<PAGE>
TABLE OF AUTHORITIES


Court Cases

American Casualty Co. v. Glaskin, 805 F. Supp. 866 (D.  Colo.
     1992)...................................................24

Amoco Prod.  Co. v. Kansas Power & Light Co., 505 F. Supp.
     628 (D.  Kan. 1980).................................15, 22

Amoco Prod.  Co. v. Western Slope Gas Co., 754 F.2d 303
(10th CIRC. 1985)............................................13
 
Amoco Rocmount Co. v. Anschutz Corp., 7 F.3d 909 (10th Cir.
     1993)............................................11, 12,19

Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986).........11

Boyles Bros. Drilling Co. v. Orion Indus.,Ltd., 761 P.2d 278
     (Colo. Ct. App.1988)................................24, 25

Chilson v. Reed, 389 P.2d 87 (Colo. 1964)....................25

City of Wichita v. Southwestern Bell Tel.Co., 24 F.3d 1282
     (10th Cir. 1994)........................................15

Colorado Interstate Gas Co. v. Chemco, Inc., 833 P.2d 786 
     (Colo. Ct. App.1991), affd, 854 P.2d 1232 (Colo.
     1993)...............................................11, 19

Eastman Kodak Co. v. Image Technical Serv., Inc., 504 U.S.
     451 (1992)..........................................10, 11


                               (v)

<PAGE>
Evensen v. Pubco Petroleum Corp., 274 F.2d 866 (10th Cir.
     1960)................................................12,16

Jensen v. Redevelopment Agency, 998 F.2d 1550 (10th Cir.
     1993)...................................................10

In re Manzo, 659 P.2d 669 (Colo. 198').......................24

Northwest Cent. Pipeline Corp, v. JER Partnership, 943 F.2d
     1219 (10th Cir. 1991).............3, 15, 17,18, 19, 20, 21

Oklahoma Radio Ass'n v. F.D.I.C., 987 F.2d 685 (l0th Cir.
     1993)...................................................11

Otteson v. United States, 622 F.2d 516 (10th Cir. 1980)......11

Pennzoil v. F.E.R.C., 645 F.2d 360 (5th Cir. 1991), cert,
     denied, 454 U.S.1142 (1982).............................13

Prenalta Corp. v. Colorado Interstate Gas Co., 944 F.2d 677
     (10th Cir. 1991)........................................12

Segelke v. Kilmer, 360 P.2d 423 (Colo. 1961).................24

In re Thomason, 802 P.2d 1189 (Colo. Ct. App. 1990)..........12

United States v. Diebold, Inc., 369 U.S. 654 (1962)..........10

United States Fidelity & Guar. Co. v. Budget Rent-A-
     Car Sys., Inc., 842 P.2d 208 (Colo. 1992)...............12


                           (vi)

<PAGE>
Western Gas Processors, Ltd. v. Woods Petroleum Corp.,.......15
     F.3d 981 (10th Cir. 1994)...............................16

Wota v. Blue Cross & Blue Shield, 831 P.2d 1307 (Colo. 1992)
     ........................................................12

Statutes

28 U.S.C.  1254(l) (1994)....................................2

28 U.S.C. 1332(a)(1), 2201(a) (1994).......................2

Colo. Rev. Stat. Section 4-2-202 (1992)...............2, 21, 22

Fed. R. Civ. P. 56(c)........................................11

UCC Section 2-202.............................................5

Administrative Materials

Pipeline Serv.  Obligations and Revisions to Regulations Governing 
Self-Implementing Transportation; and Regulation of Natural Gas Pipelines
After Wellhead Decontrol (hereinafter Order No. 636), 57 Fed. Reg. 13,267,
III FERC Stats. & Regs. Preambles 30,939, order on reh'g. 57 Fed. Reg.
36,128, III FERC Stats. & Regs. Preambles  30,950, order on reh'g, 57 Fed.
Reg. 57,911, 61 FERC 61,272 
(1992).....................................................7, 8

Presentations of INGAA Panel at Pub. Conference on Pricing
Differential Mechanisms, Interstate Natural Gas Ass'n of
America, May 26, 1994.........................................8

                               (vii)

<PAGE>
                    No.

                   	IN THE
	                   SUPREME COURT OF THE UNITED STATES
	                   OCTOBER TERM, 1995


                    WILLIAMS NATURAL GAS COMPANY,
                                                  Petitioner,
                                  	V.

                    TALUS PROPERTIES LIMITED PARTNERSHIP,
                    PRIMA OIL AND GAS COMPANY, JOHN P.
                    LOCKRIDGE, YUMA COUNTY OIL COMPANY,
                    AND JER PARTNERSHIP,
                                                  Respondents.


                  	 ON PETITION FOR WRIT OF CERTIORARI
	                   TO THE UNITED STATES COURT OF APPEALS
                    FOR THE TENTH CIRCUIT


                   	PETITION FOR WRIT OF CERTIORARI

      Petitioner, Williams Natural Gas Company ("WNG"), seeks a writ of
      certiorari to review an opinion and order of the United States Court of
      Appeals for the Tenth Circuit, which affirmed an order granted by the
      district court in favor of Respondents.

<PAGE>
                            OPINIONS BELOW

     The December 5, 1995, unpublished opinion of the Tenth Circuit is
reprinted at Appendix A 1  and may be found at 1995 U.S. App.  LEXIS 33,734. 
The unpublished decision of the United States District Court for the
District of Colorado (Nottingham, D.J.), is reprinted at App. B.

                            JURISDICTION

     The United States Court of Appeals for the Tenth Circuit issued its
opinion on December 5, 1995.  App. A. This petition for a writ of
certiorari is being docketed in this Court within ninety days from the
entry of judgment by the Court of Appeals.  The Jurisdiction of this Court
is invoked under 28 U.S.C.  1254(l) (1994).

                          RELEVANT STATUTE

     Pursuant to Rule 14.1(f), WNG has attached a copy of Colo.  Rev. Stat.
Section 4-2-202 (1992) as App, C.

                        STATEMENT OF THE CASE

     This case arises from the respondents' action seeking declaratory
judgment in a contract dispute and WNG's counterclaim seeking reformation
of the contracts involved.  The district court's jurisdiction was based on
diversity of citizenship grounds under 28 U.S.C. 1332(a)(1), 2201(a)
(1994). WNG is a Delaware corporation with its principal place of business
in Oklahoma.  Talus Properties Limited Partnership is a Texas partnership,



                    

  1  References to documents reprinted in an Appendix will hereinafter
     appear in the petition as "App."

	
                                 2


<PAGE>
with a General Partner that is a South Carolina corporation with a
principal place of business in South Carolina and with Limited Partners of
a New Jersey corporation with a principal place of business in Florida and
an individual who is a resident of Switzerland and a citizen of the United
States.  Prima Oil and Gas Company is a Colorado corporation with its
principal place of business in Colorado.  John P. Lockridge is a Colorado
citizen.  Yuma County Oil Company is a Colorado corporation with its
principal place of business in Colorado.  JER Partnership is a Colorado
partnership whose partners are all Colorado citizens.

     Respondents are the sellers, and WNG is the buyer, under three Gas
Purchase Contracts (the "Contracts").  Various aspects of the Contracts had
been before the district court in four prior proceedings and before the
Tenth Circuit in Northwest Central Pipeline Corp. v. JER Partnership, 943
F.2d 1219 (1Oth Cir. 1991).  The Contracts are identical with respect to
their provisions concerning the term of WNG's obligation to purchase gas.
The Contracts provide, in part, as follows:

Term

  This Contract shall remain in full force and effect from the date
hereof and shall extend for a period of twenty (20) years from the date of
initial delivery of gas hereunder.


                                  3
     

<PAGE>
Preferential Right to Purchase and Right of First Refusal

     Upon the expiration of the primary term of this Contract, Seller
hereby grants to Buyer the preferential right and the right of first
refusal to purchase gas produced from the wells, leases and lands described
on Exhibit "A" attached hereto.  At least thirty (30) days, but not more
than ninety (90) days, before the expiration of this contract, Seller may
make a bona fade offer to Buyer to sell that natural gas which may
thereafter be produced from such wells, leases and lands.  If no offer is
made by Seller to Buyer within the time above described, then that natural
gas thereafter produced from the wells, leases and lands described on
Exhibit "A" will continue to be sold to Buyer under the terms and
conditions of this Contract.  Thereafter, Seller shall have the right to
make a bona fide offer at least thirty (30) days, but not more than ninety
(90) days, before the next anniversary date of this Contract and each and
every anniversary date thereafter until Seller shall make a bona fide offer
to Buyer within the above described time period prior to any succeeding
anniversary date.

     The parties discovered that they interpreted the quoted language
differently in the course of settling claims raised in other litigation,
which has since been settled.  Respondents filed a declaratory judgment
action asking the district court to hold that the Contracts provide
Respondents with the power to unilaterally extend WNG's obligation beyond
the twenty-year term. WNG opposed that claim and sought a declaration that
the Contracts  could not be extended beyond the twenty-year term without
the consent of WNG or, in the alternative, an equitable reformation of the
Contracts to reflect the agreement of the parties that the Contracts could
not be extended beyond the twenty-year term without WNG's consent.


                                   4

<PAGE>
     Respondents filed a motion for summary judgment contending that the
Contracts are unambiguous and that they provide Respondents with the option
to unilaterally extend the term. WNG opposed the motion on the same grounds
presented here. The district court granted Respondents' motion for summary
judgment, holding that the Contracts are unambiguous and that they provide
Respondents with a unilateral option to extend.  The district court entered
a judgment declaring that interpretation of the Contracts and specifically
declining to reach WNG's reformation action.  App.  B at 9. WNG appealed
that decision to the Tenth Circuit.

     On appeal, the Tenth Circuit found that the Contracts' terms are
"plain and unambiguous." App.  A at 5. From this finding, the court
concluded that "defendant cannot introduce extrinsic evidence to vary or
contradict" the Contracts' terms.  App.  A at 5.

     Despite the fact that the Contracts are not fully integrated, the
court held that WNG's evidence of consistent additional terms was
inadmissible.  The court recognized that UCC Section 2-202 (as adopted in
Colorado) allows a party to introduce, evidence of consistent, additional
contract terms.  However, the evidence was not allowed because the court
erroneously believed that the additional terms would conflict with the
Contracts.

     Finally, the court disallowed WNG's reformation counterclaim.  WNG
presented several examples of evidence that supported its request for
reformation of the Contracts.  However, the court's opinion incorrectly
recognized only the evidence that supported the court's ultimate conclusion.


                                  5

<PAGE>
                     REASONS FOR GRANTING THE WRIT

                         SUMMARY OF AGREEMENT

     In a matter of great public importance, this Court should grant
certiorari in order to limit the negative impact of the Court of Appeals'
decision on the clearly established policy goals of the Federal Energy
Regulatory Commission ("FERC").  If this decision is allowed to stand,
FERC's attempts to introduce competition to the interstate natural gas
market will be threatened, and the economic basis on which FERC reorganized
the natural gas industry will be thrown into serious question.  FERC's
inability to meet its competition goals, and the resulting chaos in the
interstate natural gas transportation markets, would ultimately cause
citizens nationwide to pay higher gas rates without receiving corresponding
value in return.
   
1.     THE COURT OF APPEALS' DECISION INVOLVES FEDERAL ISSUES THAT HAVE A
SIGNIFICANT IMPACT ON THE INTERSTATE NATURAL GAS GRID.

       A.  The Decision Below Directly Conflicts With FERC's Policy
       Determinations in Its Order No. 636, Which Introduced Competition to 
       the Interstate Gas Supply and Transportation Markets.

     In its Order No. 63 6, FERC made a sweeping regulatory reorganization
of the interstate natural gas industry that was designed to promote
 

                                  6

<PAGE>
competition among suppliers for both gas and natural gas transportation
services.2  The FERC intended such competition to benefit individual gas
consumers and the nation as a whole by ensuring reliable gas supplies at
reasonable prices.

     When FERC was developing its regulations, it made economic assessments
of the impact of reorganization based on the assumption that gas supply
contracts entered into by pipelines would terminate after a known time
period.  The termination of gas supply contracts was required because FERC
believed that it would be in the consumers' best interests to take
pipelines out of the business of buying and selling gas and limit them to
transportation only.  "Unbundling" of pipelines' merchant function was
necessary to realize FERC's goal of a competitive interstate natural gas
grid.  To assist a fair and orderly transition to the reorganized industry,
FERC permitted pipelines to recover from ratepayers the cost of terminating
their gas purchase contracts that were no longer necessary due to the
reorganization.  FERC assumed that the transition costs associated with
terminating the contracts would be limited to reasonable amounts by the
terms of the contracts.

     FERC's economic assumptions played a key role in the formulation of
its policies. The decision of the Tenth Circuit in this case, if followed
in other Circuits, would invalidate FERC's careful analysis.  With the
underlying analysis undermined, the complete restructuring of the massive
interstate natural gas system would be thrown into question.  This Court
has the opportunity to stop the potential destruction of FERC's well
planned efforts to restructure the natural gas transportation industry for
the benefit of consumers across the nation.

                    

2    Pipeline Serv. Obligations and Revisions to Regulations Governing
     Self-Implementing Transportation; and Regulation of Natural Gas 
     Pipelines after Wellhead Decontrol (hereinafter Order No. 636), 57 Fed. 
     Reg. 13,267, III FERC Stats. & Regs.  Preambles  30,939, order on reh'g, 
     57 Fed.  Reg. 36,128, III FERC Stats. & Regs. Preambles 30,950, order on 
     reh'g, 57 Fed. Reg.57,911, 61 FERC 61,272 (1992).

	
                                  7

<PAGE>
     Actions that steer reality away from FERC's projections pose a
serious threat to FERC's competitive efforts.  The Tenth Circuit's
interpretation of the Contracts, when combined with the potential for
similar decisions in other Circuits, has just such an effect.  In WNG's
case, it was assumed that the Contracts would expire in 2002 (a twenty-year
term) based on the written terms of the Contracts.  The Tenth Circuit's
decision causes the Contracts to continue perpetually.  There are many
contracts that FERC assumed had various remaining terms with some extending
as long as 2004.3  If the Tenth Circuit's decision is allowed to stand, some
of these contracts could be interpreted in a manner similar to WNG's
Contracts.  Such an interpretation would clearly render FERC's initial
assumptions about the industry's contracts unreliable and would pose a
severe threat to FERC's competitive goals.

     Pipeline companies will pass the extra gas costs they pay under such
extended contracts to their customers.4     The resulting threat to
competition would be two-fold.  First, this would attach to the effected
pipelines a stigma as a potential source of future, hidden costs.  This
would have a negative impact on interstate pipelines' competitive standing
in the marketplace.  Second, the amounts charged to the pipelines' former
and current customers lessen the amount of money that the customers have
available to spend on future services.  This has the same impact as if a
portion of the customers were simply removed from the marketplace because
the customers will not be able to purchase their anticipated amount of
services.
       
            
3      Presentations of INGAA Panel at Pub.  Conference on Pricing
       Differential Mechanisms, Interstate Natural Gas Ass'n of America, 
       May 26, 1994.

4     FERC determined that the costs of the pipelines' transition to a
      competitive market, including the Respondents' excess recovery under 
      the Contracts, should be completely borne by the customers, as long as 
      the pipelines prudently incurred the costs.  Order No. 636, III FERC 
      Stats. & Regs.  Preambles 30,939, at 30,457-59 (1992).


                                   8

<PAGE>
Overall, the net result of the Tenth Circuit's ruling in this case is to
make interstate pipeline companies less competitive with intrastate
pipelines and to destroy the basis on which FERC restructured the industry. 
This result directly contradicts the commendable, stated policy goals of
FERC.  Such a conflict is clearly a matter of public and federal importance
that this Court should review.

     B.     The Tenth Circuit's Interpretation of the Contracts Creates an
     Unconscionable Burden on Interstate Commerce.

     The pipeline's customers will ultimately bear the costs of the
Contracts.  In this instance, WNG's local distribution company customers in
Kansas and Missouri will pay for the difference between the contract price
of the gas and the actual market price for the gas - approximately a 400%
markup. WNG will be little more than a conduit through which the gross
overrecovery windfall will pass from the hands of individual consumers and
businesses in Kansas and Missouri into the pockets of gas producers in
Colorado.  Although it may be reasonable to force consumers to pay these
costs for a fixed term, it is unreasonable and contrary to public policy
to force them to pay these costs in perpetuity as the Tenth Circuit has
ruled.  The payment required by the Tenth Circuit is especially egregious
when one recalls that the FERC determined that consumers would be best
served by an industry restructuring for which those consumers would pay. 
Allowing the Tenth Circuit's decision to stand will unfairly increase the
cost of transition for consumers and will do so for an unlimited term.


                                    9

<PAGE>
Because other interstate pipelines have similar contracts, consumers
in other states are potential targets of a comparable, burdensome
interstate wealth transfer from consumers in gas-consuming states to
producers in gas-producing states.  The total impact of such a transfer
presents a serious burden on interstate commerce, which this Court should
not countenance.  By saddling consumers with an unexpected perpetual
surcharge, the Tenth Circuit's opinion regarding the Contracts creates a
situation that compels this Court's review.

II.   IN A MATTER OF GREAT PUBLIC IMPORTANCE, THE TENTH CIRCUIT MISAPPLIED
THE APPLICABLE LAW AND HELD THAT WNG MUST PERPETUALLY PURCHASE GAS FROM THE
RESPONDENTS AT AMOUNTS IN EXCESS OF 400% OF THE MARKET PRICE.

     A.  Standard of Review.

    Courts must review summary judgment decisions de novo.5 Thus, the
Court should utilize the same legal standards as the district court in
evaluating the motion.  This Court may affirm the Tenth Circuit's decision
only if it finds that there is no genuine issue

                    

5     Eastman Kodak Co. v. Image Technical Serv., Inc., 504 U.S. 451, 466
      n. 10 (1992) (citing United States v. Diebold, Inc., 369 U.S. 654 
      (1962)); Jenson v. Redevelopment Agency, 998 F.2d 1550, 1555 (10th Cir. 
      1993).


                                   10

<PAGE>
as to any material fact and that Respondents were entitled to judgment as a
matter of law.6  This Court must view this case in the light most favorable
to WNG, the party that opposed the motion.7  WNG's evidence is to be
believed and all justifiable inferences are to be drawn in WNG's favor.8

     B. The Tenth Circuit Erroneously Determined That the Contracts are
     Unambiguous.

     The Tenth Circuit reviewed the Contracts and concluded that the term
provisions are unambiguous.  The Tenth Circuit incorrectly concluded that
such a finding was necessary if the court was to ignore the disputed issues
raised by WNG's extrinsic evidence.  The Tenth Circuit's conclusion that
the Contracts are unambiguous is an incorrect determination of a question
of law and should be reversed.

     The existence of an ambiguity in a written contract is a question of
law.9  The meaning of a written contract, however, is 

                    

6   Fed. R. Civ.  P. 56(c).

7   Eastman Kodak, 504 U.S. at 456; Oklahoma Radio Ass'n v. F.D.I.C,.,987
    F.2d 685, 690 (10th Cir. 1993); Otteson v. United States, 622 F.2d 516,
    519 (1Oth Cir. 1980).

8   Anderson v. Liberty Lobbv, Inc., 477 U.S. 242 (1986).

9   Amoco Rocmount Co. v. Anschutz Com., 7 F.3d 909, 917 (10th Cir. 1993)
    (interpreting Colorado law); Colorado Interstate Gas Co. v. Chemco. Inc.
    833 P.2d 786, 788 (Colo.  Ct.  App. 1991), aff'd. 854 P.2d 1232 (Colo.
    1993).


                                   11

<PAGE>
a question of fact to be resolved in the same manner as other factual
disputes.10

     In determining whether the Contracts are ambiguous, this Court must
examine the entire contract and not isolate particular phrases or
clauses.11  This Court should construe the provisions of the Contracts in
harmony with their ordinary meaning with reference to all other provisions
of the Contracts.12

      This Court should also consider certain extrinsic evidence in
determining whether the Contracts are ambiguous.  The Court should consider
the nature of the transaction,13 the commercial context of the Contracts,
the purpose of the Contracts, and the circumstances surrounding the
execution and performance of the Contracts.14

      Ambiguity often arises from the application of the contract to the
      subject matter of the agreement, and extrinsic evidence is admissible 
      to remove and explain any ambiguity in the contract as applied.  
      Ambiguity easily arises when the contract is applied to its subject 
      matter in changed circumstances. . . . A contract 
                    


10   Amoco Rocmount 7 F.3d at 917.

11   Amoco Rocmount, 7 F.3d at 917; United States Fidelitv & Guar.  Co.
     v. Budget Rent-A-Car Sys., Inc., 842 P.2d 208, 213 (Colo. 1992).

12   Wota v. Blue Cross & Blue Shield, 831 P.2d 1307, 1309 (Colo. 1992).

13   Amoco Rocmount, 7 F.3d at 917; In re Thomason, 802 P.2d 1189, 1190
    (Colo. Ct. App. 1990).

14   Prenalta Corp. v. Colorado Interstate Gas Co., 944 F.2d 677, 688
     (10th Cir. 1991); Evensen v. Pubco Petroleum Corp)., 274 F.2d 866, 871
     (10th Cir. 1960).


                                  12

<PAGE>
      should be interpreted in light of the changed circumstances to accomplish
      what the parties intended.15
  
The ambiguity in the Contracts arises in part as a result of dramatically
changed circumstances.  First, at the time the parties negotiated the
Contracts they believed that the then-regulated price of natural gas would
continue to rise.  Next, unlike the time period during which the Contracts
were negotiated, the price of natural gas is no longer subject to federal
regulation.  Finally, FERC's new regulatory scheme has dramatically changed
the nature of WNG's business.  WNG is now purely a gas transporter and no
longer performs a merchant (purchasing and selling gas) function.  A
reasonable consideration of those circumstances compels the conclusion that
the Contracts' provisions concerning the term of WNG's purchase obligation are 
ambiguous.

     1.    The Contracts Contain Internally Inconsistent Language.

     The parties clearly and uniformly expressed WNG's obligation to
perform elsewhere in the Contracts.  The lack of any language which can
fairly be interpreted as imposing an obligation on WNG in the preferential
right section strongly suggests that the parties intended to impose no such
obligation.  At a minimum, the lack of any such definitive language raises
an ambiguity contrary to the Tenth Circuit's decision.

                    

15   Amoco Prod.  Co. v. Western Slope Gas Co. 754 F.2d 303, 309 (10th Cir.
     1985) (quoting Pennzoil v. F.E.R.C.. 645 F.2d 360, 388 (5th Cir. 1981),
     cert. denied, 454 U.S. 1142 (1982)).


                                  13

<PAGE>
     The Tenth Circuit's reading of the Contracts also ignores the directly
conflicting language of the remainder of the Contracts.  The term provision
of the Contracts provides that they "shall extend for a period of twenty 
(20), years from the date of initial delivery of gas." That language is not
qualified by the possibility of a unilateral extension. The clear and
unambiguous meaning of that provision directly contradicts the Tenth
Circuit's conclusion that the respondents can unilaterally extend the term
of the Contracts beyond twenty years.

     Other aspects of the preferential right section raise ambiguities. 
The title of the provision itself suggests that the parties included it in
the Contracts to grant WNG a rather than an obligation, to purchase gas
beyond the twenty-year term of the Contracts.  A right of WNG to extend the
term is directly contrary to the Tenth Circuit's conclusion that the
respondents obtained a unilateral right to control any extension to the
exclusion of WNG.  The first sentence of the clause confirms the intent
expressed in the title: "Upon the expiration of the primary term of this
Contract, [Talus] hereby grants to WNG] the preferential right and the
right of first refusal to purchase gas." (emphasis added).  These
provisions directly contradict the Tenth Circuit's conclusion and raise
fundamental ambiguity inherent in the language of the Contracts.


                                14

<PAGE>
     2.  Circumstances External to the Contracts Also Raise Ambiguities.

     Even if the language of the Contracts does not raise an ambiguity, a
proper consideration of the circumstances surrounding the Contracts, their
purpose, and their commercial context demonstrates the ambiguity.  The
parties executed the Contracts at a time when FERC strictly regulated the
price of gas.  It was widely believed (including by these parties) that
the price of gas would continue upward following deregulation.16  In this
context, the parties apparently did not anticipate what would happen at the
end of the twenty-year term if, as turned out to be the case, the price of
gas decreased following deregulation.  Even more obvious is the fact that
the parties could not and did not anticipate that the price under the
Contracts would eventually reach more than 400% of the actual market value
of the gas.  In fact, the language employed by the parties carefully
provides for the period after 2002 based on what the parties thought would
happen.  The same language is ambiguous, however, when viewed in the
context of changes in federal regulation and pricing of the underlying
product.17

                    

16   Northwest Cent Pipeline Corp.v.JER Partnership, 943 F.2d 1219, 1222-23
     (1Oth Cir. 1991).

17   See City of Wichita v. Southwesten Bell Tel.Co., 24 F.3d 1282,
     1287 (10th Cir. 1994) (finding ambiguity based on regulatory changes);
     Amoco Prod.  Co. v. Kansas Power & Light Co., 505 F. Supp. 628,630 
     (D. Kan. 1980) (finding ambiguity as the result of regulatory changes in 
     the natural gas industry).

                                 	15

<PAGE>
     3.  The Absurdity of the Contracts' Operation Evidences Their Ambiguity.

     Ambiguity can also be based on the fact that a literal reading of the
contract will lead to an unreasonable or absurd result.18  In Western Gas
Processors, Ltd. v. Woods Petroleum Corp. the court found that the
"unambiguous" definition of a term proffered by the plaintiff was so broad
that adoption of that interpretation would lead to an unreasonable
result.19  The court concluded that the term in question was therefore
ambiguous.20  Here the "unambiguous" interpretation urged by the
respondents and adopted by the Tenth Circuit would similarly lead to an
absurd result.  If the Tenth Circuit's decision is affirmed, WGN, its
customers, and their residential users will be forced to purchase gas for
an indefinite term at a price that currently exceeds the market value of
the gas by more than 400%.  This grossly overpriced transaction will
continue in perpetuity even though the parties clearly and unequivocally
provided for a fixed term of twenty years and none of the parties
contemplated the possibility of a unilateral, perpetual extension.21  Such
a result is anything but reasonable and demonstrates the ambiguity inherent
in the Contracts as well as the significant public importance of this
decision.

                        

18    See Evensen v. Pubco Petroleum Corp., 274 F.2d 866, 871 (1Oth Cir.
      1960).

19    15 F.3d 981, 987 (1Oth Cir. 1994).

20    Id.

21    See discussion of WNG's evidence, infra. at 18-22.
	

                                16

<PAGE>
      The most appropriate guidance in this matter comes from the Tenth
Circuit's prior interpretation of the very Contracts that are the subject
of this Petition.22 The court considered the interpretation of the pricing
provisions of the Contracts following a trial on the merits.  Both the
district court and the Tenth Circuit found that the Contracts are "poorly
written" and ambiguous.23 Now that the contentions of the parties on this
question are reversed, the Tenth Circuit has somehow miraculously found
clarity where only confusion and uncertainty existed before.  That decision
is contrary to the law of this case and the clear ruling of the court in
Northwest Central.

      The Tenth Circuit's prior decision in Northwest Central found
      ambiguity in a different part of the Contracts.  Nonetheless, the 
      courts reasoning should apply with equal force to the preferential right 
      section.  The court found that the lengthy provisions concerning the 
      price of gas, while dealing extensively with what would appear to be 
      every possible future contingency, were nonetheless confusing because 
      they were susceptible of two different and mutually exclusive 
      inferences.24  The court held:

      In short, we refuse to legally preclude the sort of ambiguity created by
      conflicting inferences that can be drawn from incomplete contract 
      language. 

                    

22    Northwest Cent. Pipeline Corp v. JER Partnership, 943 F.2d 1219 (1Oth
      Cir. 1991).

23    Id. at 1227, 1229.

24    Id. at 1227. 


                                  17
 
<PAGE>
      Since the pricing provision's language is susceptible of more than one
      reasonable interpretation, we agree with the district court that it is
      ambiguous.25
 
The court also found ambiguity in the fact that the language of the Contracts 
is not internally consistent.26

      The preferential right section of the Contracts compels exactly the
same conclusion.  The parties failed to anticipate what would happen in the
future and therefore failed to provide explicitly for the term of the
Contracts where lower prices, deregulation, and industry restructuring
intervened.  This is exactly the sort of ambiguity the Tenth Circuit found
in other provisions of the Contracts.  The Tenth Circuit erred in failing
to find the same ambiguity here. That ruling is incorrect as a matter of
law and should be reversed.

     C. The Tenth Circuit Erroneously Refused to Consider WNG's Extrinsic
     Evidence.

     Having incorrectly ruled that the Contracts are unambiguous, the Tenth
Circuit refused to consider evidence of substantial disputes regarding
material extrinsic evidence concerning the intent of the parties.  The
court also raffled to correctly apply the Colorado version of the UCC.  The
Tenth Circuit's refusal to consider the factual disputes presented by WNG's
extrinsic evidence is reversible error because, if that evidence had been
considered, summary judgment would have been precluded.
     
                    

25   Id. (citation omitted).

26   Id. at 1228-29.

                                  18

<PAGE>
     The ambiguity in the Contracts discussed above required that the Tenth
Circuit consider extrinsic evidence of the parties' intent.27   WNG offered
a significant amount of extrinsic evidence that raised substantial disputes
concerning material facts.  The most important evidence of the Respondents'
true intent is their assertion of a delayed drilling claim in related
litigation.  The respondents argued, in writing, that they were entitled to
recover for gas that they would have been able to produce during the fixed
twenty-year term of the Contracts but for WNG's litigation.  That claim is
wholly dependent on the fixed termination of the Contracts after twenty
years because a perpetual contract would render the claim worthless by
permitting the respondents to recover all of the gas on their property.
      
      In addition to the compelling evidence of the delayed drilling claim,
WNG presented the district court with reserve estimates that reflected
anticipated prices for the gas subject to the Contracts.  The estimates
were prepared at the respondents' direction.  Portions of those estimates
projected prices through 2002 at a constant level reflective of the price
established by the Contracts.  After 2002, prices fluctuate.  That
fluctuation is consistent only with sales of gas after 2002 under some
arrangement other than the Contracts, because the Contracts establish a
single price for future production.  Also, in November 1981, several months
before the execution of the Contracts, WNG and Respondents entered into a
Letter Agreement.  App.  D. That agreement sets forth the key elements of
the arrangement that eventually became the Contracts.  Among other terms,
it includes the term of the Contracts as twenty years.  The parties had the
opportunity in the Letter Agreement to provide for a longer term or for
unilateral extensions but did not.

                    

27   E.g., Amoco Rocmount Co. v. Anschutz Corp., 7 F.3d 909, 918-19 (10th
     Cir.1993); Northwest Cent Pipeline Corp. v. JER Partnership, 943 F.2d 
     1219, 1226 (10th Cir. 1991); Colorado Interstate Gas Co. v. Chemco, Inc., 
     833 P.2d 786,789 (Colo.  Ct.  App. 1991), aff'd, 854 P.2d 1232 (Colo. 
     1993).

                                   19

<PAGE>
     Finally, review of the lengthy litigation history concerning the
Contracts reveals the fact that everyone involved has always acted as
though the Contracts had a fixed term of twenty years:

1)   John Lockridge, one of the principals of Respondents, testified
previously that the Contracts covered a term of twenty years.

2)   Respondents have argued in briefs that the Contracts provide for a
twenty-year term.

3)   Respondents' Complaint in one of the prior lawsuits states that the
Contracts are "in full force and effect through May 2002" and that they
have a "term of 20 years."

4)   The district court twice expressly found that the Contracts were
effective for a twenty-year term.

5)   The Tenth Circuit recited and approved that finding.28

That conclusion is inconsistent with the respondents' interpretation and
supports WNG's reading of the Contracts.

                    

28    Northwest Cent. Pipeline Corp., 943 F.2d at 1221.


                                 20

<PAGE>
      While these statements of the parties and the courts' understanding
of the Contracts do not specifically address the issue raised in this case,
they are circumstantially supportive of WNG's interpretation of the
Contracts and inconsistent with Respondents' interpretation.  These
expressions raise sharp factual disputes when viewed in light of
Respondents' allegation that they always interpreted the Contracts as
including the unilateral right to extend them beyond twenty years.  Those
factual disputes preclude summary judgment against WNG.

      Even if the Tenth Circuit correctly determined that the Contracts are
unambiguous, it failed to consider WNG's evidence regarding additional
terms to the Contracts.29  The extrinsic evidence WNG presented to the
Tenth Circuit shows that the parties intended, consistent with the
provisions of the Contracts, that the preferential right section would
grant the parties the right to mutually extend the Contracts, but would not
grant the respondents the unilateral right to extend them.  As discussed
above, the parties failed to define the key terms used in the preferential
right section.  Because the district court had previously held that the
Contracts are not complete integrations,30 it should have considered
evidence of consistent additional terms - the definition of key phrases. 
That evidence was disputed and therefore summary judgment was precluded.

      The Tenth Circuit's refusal to consider the factual disputes raised
by the extrinsic evidence violates Colo.  Rev.  Stat.  Section 4-2-202. 
That provision changes the common law 

                    

29    Colo.  Rev.  Stat 4-2-202(b)(1994).

30   Northwest Cent Pipeline Corp., 943 F.2d at 1226.  The Tenth Circuit
     recited its earlier finding on integration in this proceeding. App. A 
     at 6.


                                   21



<PAGE>
regarding the admission of parole evidence.  Under Section 2-202, "the lack
of facial ambiguity in the contract language is basically irrelevant to
whether extrinsic evidence ought to be considered by the court . . . ."31
Regardless of whether the Contracts are ambiguous, the Tenth Circuit should
have considered WNG's evidence concerning the circumstances surrounding the
Contracts and the parties' conduct during performance.

      Because the Contracts are ambiguous and are not complete
integrations, the Tenth Circuit had the obligation to consider extrinsic
evidence of the parties' intent.  If the Tenth Circuit had considered the
extrinsic evidence, it would have been compelled to reverse the district
court's summary judgment in favor of Respondents.  In failing to do so, the
court committed reversible error.

      The Tenth Circuit also erroneously refused to consider WNG's evidence
of additional terms because the court ruled that the terms were not
consistent with the rest of the Contracts.  A review of the Contracts and
WNG's proffered interpretation, however, makes it clear that WNG's
interpretation is consistent with the language of the Contracts.

      WNG's interpretation of the Contracts gives effect to every provision
of the Contracts, and the Tenth Circuit, therefore, should have adopted
this interpretation.  WNG contends that the Contracts give the parties the
power to continue the purchasing relationship after the conclusion of the
twenty-year term only if WNG agrees.  WNG's interpretation gives meaning to
the grant to WNG of a preferential right to purchase gas.  It also gives
full effect to the parties' agreement to a term of twenty years.  Further,
it gives effect to the second and third sentences of the preferential
rights section:

                    

31    Amoco Prod.Co.v.Westen Slope Gas Co.. 754 F.2d 303, 308
     (1Oth Cir. 1985) (interpreting Colorado law).

                                  22
<PAGE>
     At least thirty (30) days, but not more than ninety (90) days, before the
     expiration of this contract [Talus] may make a bona fide offer to [WNG] 
     to sell that natural gas which may thereafter be produced from such 
     wells, leases and lands.  If no offer is made by [Talus] to [WNG] within 
     the time above described, then that natural gas thereafter produced from 
     the Wells, leases and lands described on Exhibit "A" will continue to be 
     sold to [WNG] under the terms and conditions of this Contract.

     Under WNG's interpretation of the Contracts, the respondents are
empowered to make an offer to WNG during the sixty-day period ending thirty
days before the expiration of the Contracts.  If they choose not to make an
offer, the Contracts will continue during the remaining thirty days,
subject to all of the terms and conditions of the Contracts.  Those terms
and conditions include the immediately preceding paragraph stating that the
Contracts extend only until twenty years after first production.  At the
end of the twenty-year term, the Contracts would terminate.  Not only the
evidence of the parties' intent but also the language of the Contracts read
in light of the well-established rules of construction compels this
conclusion.  The Tenth Circuit should have considered WNG's evidence
concerning consistent additional terms.

                                  23

<PAGE>
     D.   The Tenth Circuit Erroneously Failed to Direct the District Court to
     Consider WNG's Reformation Claim.
 
     WNG's counterclaim stated a cause of action for reformation.  Despite
the parties' arguments on the issue and the proper framing of the issue in
the pleadings, the district court concluded that the respondents are
empowered to unilaterally obligate WNG to purchase gas after the end of the
twenty-year term and stated, "[b]ased on that conclusion, I need not reach
the parties' arguments concerning reformation of the contracts." App.  B at
9. That conclusion is incorrect as a matter of law, and the Tenth Circuit's
failure to direct the district court to consider WNG's claim for
reformation is reversible error.32

     Reformation is an equitable remedy available to correct a mistake in
drafting when the final expression of the parties' agreement does not
express their true intent.33  The mistake may be unilateral if the other
party knows of it.34

     The record before the Tenth Circuit established factual disputes with
respect to the elements of WNG's reformation action.  The 1981 Letter
Agreement is one expression of the parties' agreement that predates the
Contracts. App. D. The Letter Agreement clearly sets forth a term of twenty
years for WNG's purchase obligation.  The parties did not agree that the
respondents would retain a unilateral right to extend the obligation beyond
twenty years.  The testimony of Robert Berney, the person who executed the
Letter Agreement and the Contracts for WNG, confirms the expression set
forth in the Letter Agreement. App. E. Mr. Berney testified that the
parties agreed to a straight twenty-year term. App.E.     

                    

32   The Tenth Circuit even admitted that it was confused by the reformation
     claim. App. A at 7. That confusion is apparent from the substance of the
     court's conclusion.

33   See Segelke v. Kilmer, 360 P.2d 423, 426 (Colo. 1961); Boyles
     Bros. Drilling Co. v. Orion Indus., Ltd., 761 P.2d 278, 281 (Colo. Ct. 
     App. 1998).

34   American Casualty Co. v. Glaskin, 805 F. Supp. 866, 873 (D. Colo.
     1992); In re Manzo, 659 P.2d 669, 672 (Colo. 1983).

                                  	24

<PAGE>
Thereafter, the parties all acted as though the Contracts would last for
only twenty years. The parties and the courts made statements that support
that conclusion. Respondents employed a party to create reserve studies
that are predicated on a twenty year term.  Counsel for the respondents
calculated damages on a basis consistent solely with a twenty-year term,
and the principals of the respondents adopted the claim.  Respondents
asserted their claims up to the time that the parties settled their prior
disputes.  Parole evidence is admissible to establish a claim for
reformation.35   All of this admissible evidence raised factual disputes
concerning the elements of 'WNGs reformation action and therefore precluded
summary judgment.

      Contrary to the Tenth Circuit's assertions, WNG's reformation claim
does not negate the other language in the Contracts.  The reformation of
the Contracts would merely cause them to operate in the manner originally
intended by the parties.  As reformed, the Contracts would simply last for
the agreed-upon twenty-year term and would provide the parties with the
option to extend the Contracts for a longer period.  As reformed, the
Contracts would retain their original character rather than have their
original terms negated.

                    

35   Chilson v. Reed, 389 P.2d 87, 89 (Colo. 1964), Boyles Bros., 761 P.2d
     at 282.

                                  25

<PAGE>
     The district court erred when it concluded that it need not reach the
reformation action.36  The action was appealed to the Tenth Circuit and the
record established substantial disputes concerning material facts.  The
conclusion that the Contracts unambiguously provide as the district court
held did not relieve the district court or the Tenth Circuit of the burden
of resolving the claim. Instead, resolution of the reformation claim
is required because the courts interpreted the Contracts adversely to WNG. 
Logically, the courts could have avoided WNG's reformation claim only if
they had interpreted the Contracts in the manner urged by WNG. The Tenth
Circuit's failure to direct the district court to consider the reformation
action is reversible error.

                    

36   The Tenth Circuit conceded as much when it relied on dicta from a
     prior decision that permits the appellate court to affirm a decision on
     grounds not  considered by the lower court.  Ap. A at 6.

                                   26

<PAGE>
CONCLUSION

     The impact of the Tenth Circuit's decision is a matter of great
importance to the interstate natural gas industry in the United States, and
this Court should issue the requested writ.  On review, this Court will be
compelled to conclude that the Tenth Circuit's actions were erroneous as a
matter of law.

                                       Respectfully submitted,



                                       Gary W. Boyle
                                       (Counsel of Record)
                                       Jay V. Allen

                                       Williams Natural Gas Company
                                       4100 One Williams Center 
                                       Tulsa, Oklahoma 74172 
                                       (918) 588-2359

                                       Attorneys for Petitioner
                                       Williams Natural Gas Company

March 4, 1996

                                    27