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                                                                    EXHIBIT 10.1




                   AMENDMENT No. 3 TO SHAREHOLDERS AGREEMENT




            This Amendment No. 3 to Shareholders Agreement (this "Amendment")
    dated as of December 28, 1992 is by and among Enron Pipeline Company -
    Argentina S.A., an Argentine corporation ("Enron Argentina"), Citicorp
    Equity Investments S.A., an Argentine corporation ("Citicorp Argentina"),
    Compania Naviera Perez Companc S.A.C.F.I.M.F.A., an Argentine corporation
    ("Perez Companc"), and Argentina Private Development Trust Company Limited,
    a Cayman Islands corporation ("APDT").

            Enron Argentina, Citicorp Argentina and Perez Companc have entered
    into a Shareholders Agreement dated as of November 13, 1992, which
    Agreement has heretofore been amended by that certain Amendment No. 1 to
    Bid Agreement, Owners Agreement and Shareholders Agreement among Enron
    Argentina, Citicorp Argentina, Perez Companc and APDT also dated as of
    November 13, 1992, that certain Amendment No. 2 to Bid Agreement and
    Shareholders Agreement and Amendment No. 4 to Owners Agreement among Enron
    Argentina, Citicorp Argentina, Perez Companc and APDT dated as of December
    28, 1992 (said Shareholders Agreement with its Amendments will be
    hereinafter referred to as the "Shareholders Agreement"). Such parties now
    wish to amend the Shareholders Agreement as hereinafter set forth.

            In consideration of the mutual agreements set forth herein, the
            parties hereto agree as follows:

        1.  Effective as of the date hereof, the option granted to Enron
Argentina in Section III of the Shareholders Agreement (the "Option") is
terminated and null and void. Consequently, the provisions of Section III of
the Shareholders Agreement will not be in force and effect and Enron Argentina
will not have the rights set forth therei

        2.  Section III of the Shareholders Agreement is hereby deleted in its
entirety

        3.  Except as amended by this Amendment No. 3, the Shareholders
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.

        4.  This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be
executed as of the date first written above.

Enron Pipeline Company - Argentina S.A.

By:/s/
      ---------------------------

Name:
      ---------------------------

Title:  
      ---------------------------


Citicorp Equity Investments S.A.

By:/s/
      ---------------------------

Name: 
      ---------------------------

Title:  
      ---------------------------

Compania Naviera Perez Companc S.A.C.F.I.M.F.A.

By:/s/
      ---------------------------

Name: 
      ---------------------------

Title:   
      ---------------------------


Argentina Private Development Trust Company Limited

By:/s/
      ---------------------------

Name: 
      ---------------------------

Title: 
      ---------------------------