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Exhibit 10.54

AMENDMENT TO FS SERVICE AGREEMENT

                                    Recitals

Transcontinental  Gas Pipe  Line  Corporation  ("TGPL")  and  Atlanta  Gas Light
Company are parties to two FS Agreements  dated August 1, 1991,  for Daily Sales
Entitlements of 20,000 Mcf/day and 33,800  Mcf/day,  with  termination  dates of
March 31, 1997 and March 31, 2001, respectively.

The Federal Energy  Regulatory  Commission issued an "Order on Compliance Filing
and on Rehearing and Accepting  Settlement  Subject to Clarification" on October
4, 1993, in Dockets RS92-86-000,  et al. which, among other things, required the
modification of TGPL's form of Service Agreement under Rate Schedule FS;

TGPL made a  Compliance  filing  reflecting  the  modifications  required by the
October 4 Order;

Accordingly,  Article IV, Section 2 and Section  3(d)(ii) of Exhibit A of the FS
Agreement is amended as follows:

                                   ARTICLE IV
                   POINT(S) OF DELIVERY AND AGENCY AUTHORITY

2. Buyer hereby  appoints  Seller as its agent for the purpose of arranging  for
the  transportation  of gas (a) purchased and sold  hereunder  from the Delivery
Point(s) to the  ultimate  point(s) of delivery  ("Redelivery  Points") to Buyer
listed on  Exhibit  "B"  attached  hereto  and/or  (b)  pursuant  to the  agency
authority  granted in the  immediately  following  paragraph  of this  Section 2
relating  to Buyer's  Eminence  storage  service.  In  consideration  of Buyer's
obligation under this Service  Agreement,  including the payment of certain fees
pursuant to Article III hereof, Seller agrees to accept such agency appointment.
Pursuant  to  this  agency   authority   Seller  may   nominate   and   schedule
transportation service under Buyer's IT and FT Agreements as an agent for Buyer.
Seller shall be responsible for all imbalance  penalties  incurred in connection
with such transportation under this Service Agreement.

In addition, Buyer hereby appoints Seller as its exclusive agent for the purpose
of managing storage services  received by Buyer under the terms of Seller's Rate
Schedule  ESS.  In  consideration  of  Buyer's  obligation  under  this  Service
Agreement, including the payment of certain fees pursuant to Article III hereof,
Seller  agrees  to accept  such  agency  appointment.  Pursuant  to this  agency
authority,  Seller  shall  perform all  functions  necessary  to manage  Buyer's
Eminence storage service,  including but not limited to submitting  nominations,
scheduling  storage  injections  and  withdrawals  and  receipt  and  payment of
injection  and  withdrawal  charges  for such  service.  Buyer  understands  and
acknowledges  that Seller will  perform such agency  functions on an  aggregated
basis for all Buyers under Seller's Rate Schedule FS.






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Buyer  agrees  not to  exercise  any  rights it has under  the FT  Agreement  or
otherwise  which would  interfere in any way with Seller's  ability to utilize a
pro rata share of capacity entitlements under the FT Agreement(s),  as set forth
in Transco's FT Rate Schedule,  ("Telescoped  Rights") (including any associated
upstream  Rate Schedule IT or third party  pipeline  capacity  entitlements)  to
arrange for the transportation of gas purchased and sold to Buyer hereunder. For
purposes of the preceding sentence,  Seller's pro rata share at Station 65 shall
be equal to the product of (i) a percentage calculated by dividing Buyer's Daily
Sales Entitlement by Buyer's Total Daily Transportation  Contract Quantity under
the FT Agreement(s) and (ii) a percentage calculated by dividing the quantity of
gas  requested  hereunder  from Seller on such day by Buyer's  total daily sales
entitlement  under the FS Agreement.  For purposes of  determining  Seller's pro
rata share of capacity  at any point on  Seller's  system the product of (i) and
(ii) above shall be multiplied by Buyer's Transportation Contract Quantity under
the FT Agreement at the applicable point.

Buyer hereby  appoints  Seller as its agent under Buyer's FT or IT  arrangements
with Seller for the purpose of accomplishing  the  transportation  of gas to the
Eminence  storage  field.  In  furtherance  of that purpose,  Buyer shall notify
Seller at or before 3 p.m. each day of any FT capacity  upstream of the Eminence
storage field which will be  unscheduled  under Buyer's FT Agreement with Seller
for the second day following.  Seller shall use such information to schedule, as
agent,  firm injections into the Eminence  storage field.  These firm injections
into the Eminence storage field are subject to being preempted by Buyer's actual
use of its FT entitlements on any given day.

If Seller is unable to accomplish all the injections  into the Eminence  storage
field  through use of all Buyers' FT  capacity,  the  remaining  injections  (IT
Quantity) shall be accomplished by Seller, as agent,  under IT arrangements.  In
such event, Seller as agent shall be reimbursed by Buyer for IT charges incurred
on Buyer's  behalf  pursuant to the  following  formula:  Buyer shall  reimburse
Seller an amount equal to the product of (i) a percentage,  computed by dividing
Buyer's then current Daily FS and OFS Sales Entitlements  (limited to FS and OFS
sales  agreements  in existence on August 1, 1993) by the sum of all of Seller's
then  current  FS  and  OFS  sales  obligations  (limited  to FS and  OFS  sales
agreements  in existence on August 1, 1993),  times  Seller's IT quantity not to
exceed 50,000 Mcf/day, as same may change from time to time,  multiplied by (ii)
any IT  charges  in  excess of the FT rate  level  incurred  by Seller  for such
injections.

Buyer may direct  Seller to nominate and  schedule at the Delivery  Point(s) gas
purchased  under this Agreement  utilizing  Buyer's long haul IT agreements with
Seller (IT  Agreements).  If Buyer's IT capacity is not sufficient for Seller to
effect the delivery of any or a portion of such gas at the Redelivery  Point(s),
Buyer shall advise Seller what  portion,  if any, of its FS purchases to deliver
utilizing  (a)  Buyer's IT  Agreements,  not to exceed the extent of IT capacity
available  to Buyer,  and (b) Buyer's  long haul FT  agreements  with Seller (FT
Agreements).  Seller  will  not be in  breech  of any of its  obligations  under
Articles I, IV, or V of this Agreement if Seller is unable to effect delivery of
such gas at the Redelivery Point(s)




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because of insufficient  IT capacity,  nor shall Seller be deemed to have failed
to deliver the quantities requested by Buyer which Seller is unable to redeliver
for such reason.  The availability of gas supplies for sales hereunder which are
to be transported  using IT Agreements  shall be determined on the same basis as
if they were being transported under FT Agreements.

                                   EXHIBIT A

3(d)(ii)

The three  arbitrators  shall meet and hear the parties  with respect to matters
relevant to which proposed Firm Service Fee will compensate Seller for the value
of providing and  maintaining  long term gas supplies,  on terms and  conditions
consistent  with a "swing  service,  which  shall  include but not be limited to
executed long term sales  agreements  between other Sellers  serving the same or
similar markets and their customers. In deciding which proposed Firm Service Fee
will  compensate  Seller for the value of providing the foregoing  service,  the
arbitrators  shall consider as part of Seller's  compensation the Non-Gas Demand
charges and Rate  Schedule ESS charges (for capacity for which Seller has agency
authority) to be paid by Buyer to Seller.  The  jurisdiction  of the arbitrators
shall be limited to the selection,  based on all relevant evidence presented, of
either the Final Offer or the Final Counter Offer  proposed  either by Seller or
by Buyer pursuant to the provisions of this subsection (d). No other Service Fee
will be selected by the arbitrators. The decision by the arbitrators shall be in
writing,  signed by the  arbitrators  or a  majority  of them,  rendered  within
seventy (70) days of the appointment of the third arbitrator, and final, binding
and  non-appealable,  except  as set  forth in the  Uniform  Arbitration  Act of
Delaware as to the parties  hereto.  The provisions  adopted by the  arbitrators
shall be effective as of the first day of the applicable year, regardless of the
actual  date of  decision  of the  arbitrators.  During  any  period  prior to a
decision by the  arbitrators  but after  commencement  of the Contract  Year for
which the Service  Fee is being  renegotiated,  Buyer shall  continue to pay the
Service Fee that was in effect during the previous  Contract Year.  Such Service
Fee shall be adjusted retroactively, as necessary, to conform to the arbitrators
decision.


                                              TRANSCO GAS MARKETING COMPANY
                                                 Agent for
                                              TRANSCONTINENTAL GAS PIPE LINE
                                                 CORPORATION




                                              Name:  /S/    H. Dean Jones II
                                                            H. Dean Jones II
                                              Title:    Senior Vice President
                                              Date:    May 2, 1994

 (Signatures Continued on Next Page)










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(Signatures Concluded from Previous Page)


                                              ATLANTA GAS LIGHT COMPANY


                                              Name:  /S/  Stephen J. Gunther
                                              Title:    Vice President
                                              Date:     September 13, 1994