EXHIBIT 10.43

                              FIRST AMENDMENT TO
                    NGC PROFIT SHARING/401(k) SAVINGS PLAN

     WHEREAS, NGC CORPORATION (the "Company") and other Employers have
heretofore adopted the NGC PROFIT SHARING/401(k) SAVINGS PLAN (the "Plan") for
the benefit of their eligible employees; and

     WHEREAS, the Company amended and restated the Plan on behalf of itself and
the other Employers, effective as of January 1, 1998; and

     WHEREAS, the Company desires to further amend the Plan on behalf of itself
and the other Employers;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of
January 1, 1998:

     1.   The fourth and fifth paragraphs on page (i) of the Plan shall be
deleted and the following shall be substituted therefor:

          "WHEREAS, the Company desires to restate the Plan and to amend the
     Plan in several respects, intending thereby to provide an uninterrupted and
     continuing program of benefits;

          NOW THEREFORE, the Plan is hereby restated in its entirety as follows
     with no interruption in time, effective as of January 1, 1998, except as
     otherwise indicated herein:"

     2.   The parenthetical "(but excluding overtime payments and bonuses)"
shall be deleted from Paragraph (12) of Section 1.1 of the Plan, and the
parenthetical "(but excluding (i) overtime payments that are made with respect
to overtime that is not regularly scheduled overtime and (ii) bonuses)" shall be
substituted therefor.

     3.   Paragraphs (64), (65) and (66) of Section 1.1 of the Plan shall be
deleted and the following shall be substituted therefor:

           "(64)  TRUST: The trust(s) established under the Trust Agreement(s)
                  to hold and invest contributions made under the Plan and
                  income thereon, and from which the Plan benefits are
                  distributed.

           (64A)  TRUST AGREEMENT: The agreement(s) entered into between the
                  Company and the Trustee establishing the Trust, as such
                  agreement(s) may be amended from time to time.

            (65)  TRUST FUND: The funds and properties held pursuant to the
                  provisions of the Trust Agreement for the use and benefit of
                  the Members, together with all income, profits, and increments
                  thereto.

            (66)  TRUSTEE: The trustee or trustees qualified and acting under
                  the Trust Agreement at any time."

 
     4.   The second sentence of Section 5.3 of the Plan shall be deleted and
the following shall be substituted therefor:

     "During such period, amounts that would otherwise be invested in Company
     Stock or other Company securities pursuant to Section 5.1 or an investment
     designation shall be invested in such other assets as the Committee may in
     its discretion determine, or the Trustee may hold such amounts uninvested
     for a reasonable period pending the purchase of such stock or securities."

     5.   The second sentence of Section 5.5 of the Plan shall be deleted and
the following shall be substituted therefor:

     "The Committee, in its discretion, may exercise or sell any such rights or
     privileges and shall direct the Trustee with respect to such matters."

     6.   Section 13.6(k) of the Plan shall be deleted and the following shall
be substituted therefor:

          "(k)  To direct the Trustee pursuant to the provisions of the Trust
     Agreement and with respect to the matters described in Sections 5.3, 5.4
     and 5.5;"

     7.   Article XIV of the Plan shall be deleted and the following shall be
substituted therefor:

                                     "XIV.

                    TRUSTEE AND ADMINISTRATION OF TRUST FUND
                    ----------------------------------------

          As a means of administering the assets of the Plan, the Company has
     entered into a Trust Agreement with CG Trust Company as Trustee.  The
     administration of the assets of the Plan and the duties, obligations, and
     responsibilities of the Trustee shall be governed by the Trust Agreement.
     The Trust Agreement may be amended from time to time as the Company and the
     Trustee deem advisable in order to effectuate the purposes of the Plan.
     The Trust Agreement is incorporated herein by reference and thereby made a
     part of the Plan."

     8.   The second sentence of Section 19.8 of the Plan shall be deleted and
the following shall be substituted therefor:

     "All provisions of the Plan shall be construed in accordance with the laws
     of Texas except to the extent preempted by federal law."

     9.   As amended hereby, the Plan is specifically ratified and reaffirmed.

     IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed this ___ day of ________________________, 1998.

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NGC CORPORATION                            CG TRUST COMPANY, TRUSTEE
 
 
BY:                                        BY:
   -------------------------                  --------------------------
NAME:                                      NAME:  
     -----------------------                    ------------------------
TITLE:                                     TITLE:  
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