SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
TEXAS GAS THRIFT PLAN
Texas Gas Transmission Corporation
3800 Frederica Street
Owensboro, Kentucky 42301
(Full Title of the Plan)
Transco Energy Company
2800 Post Oak Boulevard
Houston, Texas 77056
(Name of Issuer of the Securities
Held Pursuant to the Plan)
<PAGE>
TEXAS GAS THRIFT PLAN
INDEX
Report of Independent Public Accountants
Statements of Net Assets Available for Plan Benefits as of December 31, 1994
and 1993
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 1994
Notes to Financial Statements
Exhibit I - Statement of Changes in Net Assets Available for Plan Benefits by
Option for the Year Ended December 31, 1994
Schedule I - Schedule of Assets Held for Investment Purposes as of December
31, 1994
Schedule II - Schedule of Reportable Transactions - Series of Transactions for
the Year Ended December 31, 1994
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Texas Gas Thrift Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Texas Gas Thrift Plan as of December 31, 1994 and 1993, and
the related statement of changes in net assets available for plan benefits for
the year ended December 31, 1994. These financial statements and the
schedules referred to below are the responsibility of the plan administrator.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the plan administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Texas
Gas Thrift Plan as of December 31, 1994 and 1993, and the changes in its net
assets available for plan benefits for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 31, 1994, and reportable
transactions for the year ended December 31, 1994, are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Houston, TX
June 9, 1995
<PAGE>
<TABLE>
TEXAS GAS THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
ASSETS:
Fixed Income Fund:
Fidelity Managed Income Portfolio II $ 6,821,807 $4,946,918
Guaranteed Investment Contracts:
John Hancock 6,090,319 5,673,360
Provident National (See Note 1 -
Investment Programs) - 4,608,543
Metropolitan Life 4,559,323 4,201,369
Prudential 3,627,650 1,173,548
Other 4,500,557 4,240,981
Total Fixed Income Fund 25,599,656 24,844,719
Magellan Equity Fund 16,175,607 15,850,917
Puritan Stock and Bond Fund 9,949,324 9,297,236
Retirement Government Money Market Fund 268,363 321,279
Retirement Money Market Fund 37,652 -
Fidelity Contrafund 2,498,478 1,922,873
Fidelity OTC Fund 810,664 690,805
Investment in Common Stock of
Transco Energy Company 8,233,970 5,967,912
Loans Receivable from Participants 1,072,861 840,089
NET ASSETS AVAILABLE FOR PLAN BENEFITS $64,646,575 $59,735,830
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
TEXAS GAS THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
BEGINNING OF PERIOD $59,735,830
NET INVESTMENT INCOME:
Dividends 1,743,662
Interest on investments 1,790,497
Interest on participant loans 62,929
(Loss) on sale of investments, net (99,451)
3,497,637
CONTRIBUTIONS:
Employees 3,177,098
Employer 1,927,216
5,104,314
PARTICIPANT WITHDRAWALS (3,327,952)
NET UNREALIZED DEPRECIATION OF INVESTMENTS (363,254)
NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS 4,910,745
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
END OF PERIOD $64,646,575
The accompanying notes are an integral part of these financial statements.
<PAGE>
TEXAS GAS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
General
Texas Gas Transmission Corporation (Texas Gas or the Company) is a wholly
owned subsidiary of Transco Gas Company, which is wholly owned by Transco
Energy Company (Transco). The Texas Gas Thrift Plan (the Plan) was adopted
effective August 1, 1962, and has been amended and restated various times
since its establishment. Participation in the Plan is available to each
employee of the Company who (a) has completed at least six months of
service, (b) is not a member of or represented by a collective bargaining
unit, unless eligibility is required by the terms of any collective
bargaining agreement, and (c) is not a nonresident alien. At December 31,
1994 and 1993, there were 1,221 and 1,220 past and current employees,
respectively, participating in the Plan.
Trustee
Liberty National Bank and Trust Company (the Plan Trustee) is the trustee
for the Plan. The powers, duties and obligations of the Plan Trustee are
as set forth in the trust agreement between the Company and the Plan
Trustee dated January 1, 1984. Effective June 1, 1993, the Plan Trustee
named Fidelity Institutional Retirement Services Company (FIRSCO) as its
agent for the holding of investments and the execution of transactions in
the Transco Common Stock Fund. FIRSCO had previously been appointed the
Plan Trustee's agent for all other investment options.
Investment Programs
The following descriptions relate to the investment options available to
Plan participants as of December 31, 1994:
Fixed Income Fund - Funds are invested
in bonds, debentures, notes or other
evidences of indebtedness and any other
property with a fixed rate of return,
including guaranteed investment contracts.
As of January 6, 1994, all funds invested
in guaranteed investment contracts that
matured on or after December 31, 1994, and
<PAGE>
all subsequent contributions to the Fixed
Income Fund, were transferred or invested
into Fidelity's Managed Income Portfolio
II.
Magellan Equity Fund - Funds are invested in growth-oriented
securities such as common stocks and
securities convertible into common stock
and mutual funds invested primarily in
common stock.
Puritan Stock and Bond Fund - Funds are invested in a diversified port-
folio, including common stocks, preferred
stocks, bonds, debentures, mortgages or
other evidences of indebtedness or owner-
ship, common trust funds or mutual funds.
Retirement Government
Money Market Fund - Funds are invested in obligations issued
or guaranteed by the U.S. Government.
Fidelity Contrafund - Funds are invested in common stocks and
securities convertible into common stock of
companies believed to be out of favor or
undervalued.
Fidelity OTC Fund - Funds are invested in common stocks, pre-
ferred stocks, securities convertible into
common stocks and debt securities on the
over-the-counter securities market.
Transco Common Stock Fund - Funds are invested in Transco common stock.
As of December 15, 1994, this option was no
longer available due to the acquisition of
Transco by The Williams Companies, Inc.
(Williams) (See Note 3 - Acquisition of
Transco).
Contributions and Vesting
Through December 31, 1994, each participant could contribute up to a
maximum of 11 percent of their gross salary on a pre-tax or after-tax basis
or in some combination thereof, with the option of investing in any of the
above-mentioned investment alternatives. If the participant elects to
invest in two or more funds, the contribution allocated to each fund must
be designated in whole percentages and must be 10 percent or greater of the
participant's total contributions. Participants may, subject to certain
limitations, change the percentage of contributions invested in each fund
or transfer any or all of their account balances between funds.
<PAGE>
Through December 31, 1994, the employer's contributions equalled 75 percent
of participant contributions up to a maximum of 6% of base monthly salary.
The employer's contributions become fully vested to participants
immediately upon entry into the Plan.
Effective January 1, 1995, the Plan was amended to, among other things,
increase the participant and employer contribution percentages (See Note 5
- Plan Amendments, for more details).
Loans
Active employee participants are eligible to obtain loans from their
accounts. Participants may borrow from $1,000 up to a maximum amount of
the lesser of 50% of the market value of their entire account or $50,000,
reduced by the highest loan balance outstanding during the twelve-month
period preceding the date of the loan. Loans are limited to two loans per
calendar year (Plan year) with no more than two loans outstanding at any
one time. The term of the loan may be for any number of consecutive six-
month periods up to a maximum of five years. All loans must be repaid
within 30 days of any termination of employment or will be considered in
default and taxable to the participant. An interest rate of the prime
rate, as quoted in the Wall Street Journal, plus one percent is charged on
all loans. Repayment of the principal and interest of a loan is invested
according to the participant's then-current investment elections.
Administration
The Plan is administered by the Thrift Plan Committee (the Committee)
consisting of not less than three employees of the Company. The members of
the Committee are appointed by and may be removed by the Company's board of
directors. The members of the Committee and their alternates receive no
compensation for their services as such, but are paid by the Company or by
Transco as its employees.
Withdrawals and Terminations
Withdrawals from the Plan consist of four different types: partial
withdrawals, voluntary withdrawals, hardship withdrawals and membership or
Plan termination.
A partial withdrawal is a withdrawal of funds from after-tax participant
contributions which can be made only after 12 months or more of
participation in the Plan. Partial withdrawal may not be made more often
than two times in any Plan year.
A voluntary withdrawal is a distribution of the Company account through
June 30, 1992, including earnings, plus the value of all after-tax employee
<PAGE>
contributions. Company contributions made after July 1, 1992, may not be
withdrawn except at retirement or other termination of employment.
Participants are eligible to resume participation in the Plan on the first
day of the calendar quarter which is at least one year after the date of
the voluntary withdrawal.
A hardship withdrawal consists of pre-tax participant contributions only
and is available only to active employee participants who meet certain
requirements. Participants eligible for a loan or other distribution from
the Plan are not eligible to make a hardship withdrawal. IRS regulations
prohibit participants from making contributions to the Plan for 12 months
from the date of the hardship withdrawal.
Membership in the Plan must be terminated in case of death. Retirement,
disability or other termination of employment are situations where
membership must be terminated if the participant's balance is $3,500 or
less. Balances exceeding $3,500 must be withdrawn no later than the close
of the quarter during which the participant reaches the age of 65. Should
the participant leave his balance in the Plan, contributions are no longer
permitted and withdrawal provisions are the same as for active employee
participants.
Net assets available for plan benefits as of December 31, 1994 and 1993
include no amounts pending distribution to participants.
In the event of termination of the Plan, the Plan and the trust shall be
continued until such time as all equity has been fully distributed, at
which time the Plan and the trust shall be terminated.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis of
accounting. A separate account is maintained for each participant which
reflects the balance of investments and cash credited thereto, net of
withdrawals.
Asset Valuation
The assets of the Plan are recorded at market value in participant accounts
and for financial statement presentation. Pursuant to Department of Labor
regulations, the realized gain or loss on the sale of Plan assets and
withdrawals of securities in kind and unrealized appreciation
(depreciation) of Plan assets are based on the market value of those assets
at the beginning of the Plan year or at the time of purchase, if acquired
during the year.
<PAGE>
Dividends and Interest Income
For participant recordkeeping purposes, all cash dividends and interest
income are credited to participant accounts when received by FIRSCO.
Expenses
All brokerage commissions, registration charges and certain other
administrative expenses incurred by the Plan are paid by the Company.
3. ACQUISITION OF TRANSCO
On December 12, 1994, Transco and The Williams Companies, Inc. (Williams)
announced that they had entered into a merger agreement. Pursuant to the
merger agreement, on January 18, 1995, Williams accepted for payment 24.6
million shares or approximately 60% of the outstanding shares of Transco's
common stock for $17.50 per share as the first step in acquiring the entire
equity interest of Transco. The proceeds from the tendered Transco stock
included in the Plan were invested in the Retirement Money Market Fund and
will remain in this fund until transferred by the participant to another
investment option (See Note 1 - Investment Programs). The conversion of the
remaining outstanding shares of Transco's common stock to 0.625 shares of
Williams' common stock (including approximately 193,225 shares of Transco
stock held by the Plan) occurred at the effective date of the merger, which
was May 1, 1995.
Due to the merger between Transco and Williams, no purchases of additional
shares of Transco common stock in the Plan could be made as of December 15,
1994. This change applied to all participant and employer contributions
and restricted the transfer of funds from any account into the Plan's
common stock fund. Contributions designated for the purchase of Transco
common stock were placed in an interest-bearing account labeled Retirement
Money Market Fund.
Currently, the Company and Williams are evaluating several alternatives for
the future of the Plan, which could include a consolidation or merger of the
Company's Plan with or into Williams' Plan, or the development of a new Plan
for the Company (See Note 6 - Amendment and Termination). No definite plans
have been made by the Company or Williams at this time.
4. FEDERAL INCOME TAXES
The Plan obtained its latest determination letter on March 27, 1995, in
which the Internal Revenue Service (IRS) stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
As such, the Plan was qualified and the related trust was tax-exempt as of
December 31, 1994 and 1993.
<PAGE>
5. PLAN AMENDMENTS
During 1994, the Company adopted the seventh amendment to the Plan
effective March 1, 1994. The amendment brought the Plan into compliance
with new IRS regulations to maintain its qualified tax-exempt status.
Additionally, effective January 1, 1995, the Company adopted the eighth
and ninth amendments to the Plan which resulted in the following:
- Four additional investment options were made available to Plan
participants, as follows:
Fidelity Asset Manager Fund - The fund seeks high total return with
reduced risk over the long term by
allocating assets among domestic and
foreign stocks, bonds and short-term
instruments.
Fidelity Asset Manager:
Income Fund - The fund seeks high total return with
potential for capital appreciation through
investment in stocks, bonds (with
maturities greater than three years) and
short-term instruments (with maturities
less than three years).
Fidelity Asset Manager:
Growth Fund - The fund seeks to maximize total return
over the long term by allocating assets
among stocks, bonds (with maturities
greater than three years) and short-term
instruments (with maturities less than
three years).
Fidelity Overseas Fund - The fund seeks long-term growth of capital
primarily through investments in foreign
securities including common stock,
securities convertible to common stock and
debt instruments of foreign business and
governments. At least 65 percent of the
fund's total assets will normally be
invested in securities of companies from
at least three different countries outside
of North America.
- - - The Company matching contribution was increased from 75 percent to 100
percent of participant contributions up to a maximum of 6 percent of
<PAGE>
base monthly salary. Additionally, the Company's matching contribution
will now be allocated as follows: (a) 25 percent to the Participant's
Company Match-Stock Account (Matching Stock Contribution) and (b) 75
percent to the Participant's Company Match-Cash Account (Matching Cash
Contribution). Until May 1, 1995, the effective date of the merger with
Williams, 25 percent of the Company's matching contribution was automati-
cally invested in the Retirement Money Market Fund. It is the intent of
the Company that the Plan qualify as a profit sharing plan with respect
to the 401 (k) feature of the Plan. In that regard, the Company's
Matching Cash Contributions will be made only out of the Company's
earnings as defined in the Plan Agreement, unless the Company's Board of
Directors, in its sole discretion, expressly permits such contributions
to be made with respect to a Plan Year in which there are either no
earnings or insufficient earnings.
- - - The maximum allowable participant contribution has been increased from
11 to 15 percent of a participant's base monthly salary.
- - - New employees will be able to participate immediately in the Plan
rather than after six months of service.
- - - Partial withdrawals will be available at any time instead of quarterly,
and the one year waiting period for partial withdrawals has been
eliminated.
- - - When making a partial withdrawal, participants will be able to withdraw
all or any part of the value of the Company account (including
earnings) as of June 30, 1992, in addition to their own after-tax
contributions and earnings without incurring any penalty as previously
set forth in the Plan.
- - - The definition of "hardship withdrawal" will be expanded and the amount
available for withdrawal increased to include Company contributions and
earnings. The hardship withdrawal will result in a six-month suspension
of the Company contribution rather than a one-year suspension of partici-
pation in the Plan.
6. AMENDMENT AND TERMINATION
The Company has reserved the right to amend, modify or terminate the Plan
or the trust at any time. No amendment, change or modification of the Plan
or the trust agreement may be made which will deprive participants of their
benefits under the Plan, or which will alter the duties or liabilities of
the Plan's Trustee without the Plan's Trustee's consent.
<PAGE>
<TABLE>
EXHIBIT I
Page 1 of 2
TEXAS GAS THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY OPTION
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Puritan Transco
Fixed Magellan Stock and Common Stock Participant
Income Fund Equity Fund Bond Fund Fund Loans
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT BEGINNING
OF PERIOD $24,844,719 $15,850,917 $9,297,236 $5,967,912 $ 840,089
NET INVESTMENT INCOME:
Dividends - 637,855 799,531 272,691 -
Interest on investments 1,790,497 - - - -
Interest on participant
loans 11,701 17,805 11,005 13,208 -
Gain (loss) on sale of
investments, net - (77,845) (33,220) 20,341 -
Total Investment Income 1,802,198 577,815 777,316 306,240 -
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (859,635) (610,847) 1,161,405 -
CONTRIBUTIONS
Employees 565,539 935,831 535,440 613,330 -
Employer 351,026 569,995 331,374 366,336 -
Total Contributions 916,565 1,505,826 866,814 979,666 -
PARTICIPANT WITHDRAWALS (1,843,518) (822,563) (485,032) (129,766) -
INTERFUND TRANSFERS, net (120,308) (76,753) 103,837 (51,487) 232,772
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE FOR
PLAN BENEFITS 754,937 324,690 652,088 2,266,058 232,772
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END OF
PERIOD $25,599,656 $16,175,607 $9,949,324 $8,233,970 $1,072,861
<FN>
This exhibit is an integral part of the attached financial statements.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT I
Page 2 of 2
TEXAS GAS THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY OPTION
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Retirement
Government Retirement
Money Market Fidelity Fidelity Money Market
Fund Contrafund OTC Fund Fund Total
(6) (7) (8) (9) (1 to 9)
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT BEGINNING
OF PERIOD $321,279 $1,922,873 $ 690,805 $ - $ 59,735,830
NET INVESTMENT INCOME:
Dividends 11,973 14,256 7,076 280 1,743,662
Interest on investments - - - - 1,790,497
Interest on participant
loans 353 6,308 2,081 468 62,929
Gain (loss) on sale of
investments, net - (7,877) (850) - (99,451)
Total Investment Income 12,326 12,687 8,307 748 3,497,637
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (34,704) (19,473) - (363,254)
CONTRIBUTIONS
Employees 38,027 359,577 106,827 22,527 3,177,098
Employer 22,047 208,231 64,623 13,584 1,927,216
Total Contributions 60,074 567,808 171,450 36,111 5,104,314
PARTICIPANT WITHDRAWALS - (46,281) (300) (492) (3,327,952)
INTERFUND TRANSFERS, net (125,316) 76,095 (40,125) 1,285 -
NET INCREASE (DECREASE) IN
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (52,916) 575,605 119,859 37,652 4,910,745
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END OF
PERIOD $268,363 $2,498,478 $ 810,664 $ 37,652 $ 64,646,575
<FN>
This exhibit is an integral part of the attached financial statements.
</TABLE>
<PAGE>
<TABLE>
SCHEDULE I
TEXAS GAS THRIFT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
<CAPTION>
Identity
of Number of Current
Issuer Description Shares Cost Value
<S> <C> <C> <C> <C>
FIXED INCOME FUND:
FIDELITY MANAGEMENT
TRUST COMPANY CASH EQUIVALENTS* 6,821,807 $ 6,821,807 $ 6,821,807
LIFE OF VIRGINIA GUARANTEED INVESTMENT CONTRACT 2,239,939 2,239,939 2,239,939
OHIO NATIONAL LIFE GUARANTEED INVESTMENT CONTRACT 2,260,618 2,260,618 2,260,618
METROPOLITAN LIFE GUARANTEED INVESTMENT CONTRACT 4,559,323 4,559,323 4,559,323
JOHN HANCOCK GUARANTEED INVESTMENT CONTRACT 6,090,319 6,090,319 6,090,319
PRUDENTIAL GUARANTEED INVESTMENT CONTRACT 3,627,650 3,627,650 3,627,650
TOTAL - FIXED INCOME FUND 25,599,656 25,599,656
FIDELITY MAGELLAN EQUITY FUND* 242,150 15,389,856 16,175,607
FIDELITY PURITAN STOCK AND BOND FUND* 671,798 9,707,740 9,949,324
FIDELITY RETIREMENT GOVERNMENT MONEY
MARKET FUND* 268,363 268,363 268,363
FIDELITY RETIREMENT MONEY MARKET* 37,652 37,652 37,652
FIDELITY FIDELITY CONTRAFUND* 82,512 2,504,470 2,498,478
FIDELITY FIDELITY OTC FUND* 34,837 853,476 810,664
TRANSCO ENERGY
COMPANY COMMON STOCK* 496,213 10,318,488 8,233,970
TEXAS GAS THRIFT
PLAN LOANS RECEIVABLE FROM PARTICIPANTS 1,072,861 1,072,861
(INTEREST RANGING FROM 7% TO 10%)
TOTAL ASSETS HELD FOR
INVESTMENT PURPOSES $65,752,562 $64,646,575
<FN>
* Party-in-interest investment.
The accompanying financial statements are an integral part of this schedule
</TABLE>
<PAGE>
<TABLE>
SCHEDULE II
TEXAS GAS THRIFT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Description of Transactions
Identity of Number of Purchase Selling Cost of Net Gain
Party Involved Description of Asset Purchases Sales Price Price** Asset Sold (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity Management
Trust Company U.S. Government Reserve Fund* 70 80 $3,405,959 $7,838,408 $7,838,408 $ -
Fidelity Managed
Income Portfolio II Fixed Income Fund 70 80 2,460,000 1,490,000 1,490,000 -
Fidelity Magellan Equity Fund* 90 48 2,683,088 1,421,520 1,374,043 47,477
Fidelity Puritan Stock and Bond Fund* 87 41 2,285,653 989,498 955,381 34,117
<FN>
* Party-in-interest transaction.
** The selling price equals the current value of an asset on the applicable
transaction date.
The accompanying financial statements are an integral part of this schedule
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant, through the Texas Gas Thrift Plan Committee, has duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
TEXAS GAS THRIFT PLAN
Date: June 26, 1995
- - --------------------
/s/ Beverly H.Griffith
-------------------------
Beverly H. Griffith
General Counsel
