Exhibit 10-A-33.2


                 AMENDMENT TO AMENDED AND RESTATED
                        GAS SALES AGREEMENT



THIS  AMENDMENT  ("Amendment")  to that  certain  Amended and Restated Gas Sales
Agreement by and between TRANSCO ENERGY MARKETING COMPANY  ("Seller") and PUBLIC
SERVICE  COMPANY OF NORTH  CAROLINA,  INC.  ("Buyer"),  dated  November  1, 1990
("Agreement"), is made and entered into as of the Ist day of November 1998.

     WHEREAS,  Buyer requested  redetermination of the Base Contract Price under
Article VII, Paragraph 8.05(a) of the Agreement; and

     WHEREAS, Buyer and Seller have reached agreement on the terms of the
amendment of the Agreement as set forth below;

     NOW, THEREFORE, Seller and Buyer agree as follows:

     1 . Amended Summer Period Minimum Quantity.  In Article IV, Paragraph 4.03
(a) of the Agreement, the phrase "forty percent (40%)" shall be replaced with 
the phrase "fifty  percent (50 %). "

     2. Amended Contract Year Minimum Quantity. In Article IV, Paragraph 4.03(b)
of the  Agreement,  the phrase "sixty  percent (60%)" shall be replaced with the
phrase "seventy" five percent (75 %). "

     3. Amended Price. In Article VIII, Paragraph 8.01(a) of the Agreement,  the
phrase  "eighteen  cents ($.18) " shall be replaced  with the phrase "four cents
($.04). "

      4. Effective  Dates.  This Amendment shall be effective  November 1, 1998,
and  continue  through the later of October 31,  2000,  or such time as the Base
Contract Price is renegotiated  pursuant to Article VIII,  Paragraph  8.05(a) of
the Agreement.

     5.     Entire Agreement; Construction.

            a.  This  Amendment  shall  constitute  an  integral  part  of the
     Agreement and shall be read and construed as one with the Agreement  and,
     together with the Agreement, constitutes the entire agreement of the 
     parties hereto with respect to the subject matter hereof and thereof.

            b.  Capitalized  terms used in this  Amendment  but not defined
      shall have the meaning ascribed to them in the Agreement.

















Amendment to Amended and Restated Gas Sales Agreement  Public Service Company of
North Carolina, Inc.
Page 2 of 2



       c. Except as  specifically  amended  herein,  all terms,  conditions  and
provisions  contained in the Agreement shall remain  unchanged and in full force
and effect.

       d. Any  discrepancy  between the terms and  conditions  set forth in this
Amendment  and the terms and  conditions  set  forth in the  Agreement  shall be
resolved in favor of the terms and conditions set forth in this Amendment.

IN WITNESS  WHEREOF,  the parties  have caused this  Amendment to be executed by
their respective representatives.


                                 TRANSCO ENERGY MARKETING
                                 COMPANY



                                 By: /s/ H. Dean Jones, II

                                 Name:   H. Dean Jones, II
                                 Title:  Vice President - Sales & Supply
                                 Date:   November 25, 1998




                                 PUBLIC SERVICE COMPANY OF
                                 NORTH CAROLINA, INC.



                                 By: /s/ Franklin H. Yoho

                                 Name:   Franklin H. Yoho
                                 Title:  Vice President-Marketing & Gas Supply
                                 Date:   November 24, 1998