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                                                                  EXHIBIT 10.16

                      FOURTH AMENDMENT TO CREDIT AGREEMENT


         This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
February 25, 1997 is effective as of February 11, 1997 and is entered into
among EOTT ENERGY OPERATING LIMITED PARTNERSHIP (the "Borrower"), EOTT ENERGY
CANADA LIMITED PARTNERSHIP (the "Guarantor") and ENRON CORP. (the "Lender").

                                    RECITALS

         The Borrower and the Lender entered into a Credit Agreement dated as
of June 30, 1995, as amended by the First Amendment to Credit Agreement dated
as of July 21, 1995, the Second Amendment to the Credit Agreement dated
February 19, 1996 (the "Credit Agreement"), and the Third Amendment to the
Credit Agreement dated as of December 19, 1996.

         The Credit Agreement is secured by the Security Agreements and
guaranteed by the Subsidiary Guaranty (as defined in the Credit Agreement,
collectively, the "Security Documents").

         The Borrower and the Lender desire to amend the Credit Agreement by
making the modifications set forth below.

         Terms which are defined in the Credit Agreement shall have the same
meanings when used in this Amendment unless otherwise defined in this
Amendment.

                                   AGREEMENT

         For and in consideration of the mutual benefits to be derived by the
Borrower, the Lender, and the Guarantor from this Amendment and other good and
valuable consideration, the Borrower and Lender agree as follows:

         1.  As of the date of this Amendment, the Credit Agreement shall be 
amended as follows:

             a.   In Section 1.01 of the Credit Agreement in the definition of 
         "Facility Maturity Date," the maturity date shall be deleted and 
         replaced with "March 31, 1998."

         2.  The Borrower represents and warrants to the Lender that as of the
date of this Amendment, no Default or Event of Default has occurred and is
continuing, or would result from the Borrower and Lender entering into of this
Amendment.

         3.  As used in the Credit Agreement and the Security Documents and all
instruments and documents executed in connection with the Credit Agreement and
the Security Documents, the term "Credit Agreement" on and subsequent to the
date of this Amendment shall mean the Credit Agreement as amended by this
Amendment. Except as otherwise expressly amended hereby, the provisions of the
Security Documents shall remain in full force and effect in accordance with
their terms following the effectiveness of this Amendment. Each of the
Guarantor and the Borrower hereby ratifies and affirms its obligations and
continued liability under the Security Documents.

         4.  The amendments set forth above shall be limited precisely as
written and shall not be deemed to (i) be a consent to any waiver or
modification of any other terms or conditions of the Credit Agreement or any of
the instruments or documents referred to in the Credit Agreement or (ii)
prejudice any right or rights which the Lender may now have or may have in the
future under or in connection with the Credit Agreement or any of the
instruments or documents referred to in the Credit Agreement. Except 



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as expressly modified by this Amendment, the terms and provisions of the Credit
Agreement shall remain in full force and effect.

     5.    This Amendment may be executed in any number of counterparts and all
such counterparts shall together constitute one of the same instrument.

     6.    THIS AMENDMENT AND THE OBLIGATIONS OF THE PARTIES UNDER THIS 
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL 
LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICT OF LAWS RULES THAT 
WOULD OTHERWISE APPLY.

         EXECUTED as of the date first above written.

                                     EOTT ENERGY OPERATING LIMITED      
                                     PARTNERSHIP

                                     By:    EOTT Energy Corp., its
                                            General Partner

                                     By:    /s/ Susan Ralph
                                            ---------------------------
                                            Susan Ralph
                                            Treasurer

                                     EOTT ENERGY CANADA LIMITED         
                                     PARTNERSHIP

                                     By:    EOTT Canada Ltd., its Agent

                                     By:    /s/ Susan Ralph
                                            ---------------------------
                                            Susan Ralph
                                            Treasurer

                                     ENRON CORP.

                                     By:    /s/ Susan Hodge
                                            ---------------------------
                                            Susan Hodge
                                            Deputy Treasurer