EXHIBIT 10.2302


                     LEGEND: PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
                             PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
                             AND SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY
                             WITH THE SECURITIES AND EXCHANGE COMMISSION.



                      ENERGY PURCHASE CONTRACT EXECUTED  
                                      BY

                       COMISION FEDERAL DE ELECTRICIDAD
                                      AND
                           EL PASO ELECTRIC COMPANY

                                                                               1

 
CONTRACT FOR THE PURCHASE OF FIRM CAPACITY AND ASSOCIATED ENERGY EXECUTED ON THE
ONE PART BY COMISION FEDERAL DE ELECTRICIDAD, HEREINAFTER "CFE", REPRESENTED BY
LIC. LUIS R. ALMEIDA DURAN AND ING. RAYMUNDO CAMPOS MILAN AS PROGRAMMING SUB
DIRECTOR (SUBDIRECTOR DE PROGRAMACION) AND TRANSMISSION, TRANSFORMATION AND
CONTROL SUB DIRECTOR (SUBDIRECTOR DE TRANSMISION, TRANSFORMACION Y CONTROL)
RESPECTIVELY, AND ON THE OTHER PART BY EL PASO ELECTRIC COMPANY HEREINAFTER
"EPE", REPRESENTED BY MR. JAMES HAINES ACTING AS CHIEF EXECUTIVE OFFICER AND
PRESIDENT, IN ACCORDANCE TO THE FOLLOWING DECLARATIONS AND CLAUSES:


                                 DECLARATIONS

I.   CFE declares that:

     I.1.  It is a decentralized entity of the Federal Government of the Mexican
           United States and a corporate entity with assets of its own, that it
           is governed by the Electric Energy Public Service Law, published in
           the Federal Journal on December 22, 1975.

     I.2.  The importation of electric energy exclusively to provide a public
           service is an activity within its corporate purposes.

     I.3.  Its corporate purpose includes the execution of agreements and
           contracts with private entities in order to undertake action related
           to providing a public service with regard to electric energy; as well
           as undertaking any other action and executing contracts that are
           necessary in order to fulfill its corporate purpose.

     I.4.  CFE has authorization from the Ministry of Energy to import electric
           energy *SEE LEGEND ON FIRST PAGE OF EXHIBIT*

                                                                               2

 
           from the United States of America to supply the northern border
           regions; it also has the necessary permit to import electric energy
           issued by the Department of the Treasury (Secretaria de Hacienda y
           Credito Publico), as required by Article 31 of the Customs Law
           Regulations; because CFE is the importator of the goods object of the
           contract herein. Copies of both permits are attached as Attachment I.

     I.5.  The awarding of this contract was done through a bid contest called
           by direct invitation, pursuant to Article 134 of the Constitution;
           Article 9, Subsection 3 of the Electric Energy Public Service Law;
           and Article 7, Subsection 1 of the Regulations implementing such law.
           A copy of the award is attached as Attachment II.

     I.6.  This contract is not subject to the provisions of the North American
           Free Trade Agreement, given that it concerns the provision of
           electric energy public service as stipulated in attachment 101.1B-2,
           Section B Mexico's list, Subsection 2 and under document number
           209'94'90 dated June 29, 1994, issued by the Department of
           International Organizations within the Ministry of Trade and
           Industrial Development.

     I.7.  In order to pay for costs stemming from the execution of this
           contract, the Ministry of the Treasury has authorized the
           corresponding expense for the current fiscal year, by document number
           340-A.-1825 dated December 20 1996; and such Ministry has the
           corresponding budgetary ability and necessary funds to cover the
           expenses under budget assignation number __________.

                                                                               3

 
     I.8.  CFE has the authorization from the Ministry of the Treasury to
           contract payment obligations as derived from this contract which will
           be covered by future budgets.

     I.9.  That Lic. Luis R. Almeida Duran and Ing. Raymundo Campos Milan have
           the necessary authorization to represent CFE in the execution of this
           contract, and this powers and authorization have not been revoked.

     I.10. Its address is Don Manuelito N0. 32 Col. Olivar de los Padres 01780
           Mexico D.F. Mexico, which is to be used for all legal purposes
           regarding this contract.

II.  EPE declares that:

     II.1. It is a duly incorporated company existing in accordance to the laws
           of the State of Texas of the United State of America, as it is
           established by the legal documents that are incorporated to this
           contract as Attachment III.

     II.2. Its corporate purpose consists of generating, purchasing, selling,
           and transmitting electric energy in the United States of America, as
           stipulated in the documents in Attachment III.

     II.3. It received a direct invitation from CFE to participate in the bid
           for the acquisition of firm capacity and associated energy, having
           accepted to participate, and presenting its offer.

                                                                               4

 
     II.4.  Has the legal capacity to contract and fulfills the technical and
            economic requirements necessary to become obligated in the terms
            hereunder.

     II.5.  It is familiar with the contents of the Electric Energy Public
            Service Law and its Regulations.

     II.6.  Its legal representative, Mr. James Haines proves its representative
            capacity and ability to execute this contract with a certified copy
            of the legal power duly attested by a notary, which is attached to
            this contract as Attachment IV.

     II.7.  Its address is 123 West Mills, El Paso Texas 79901-1341, which is to
            be used for all legal purposes relating to this contract.

III. The PARTIES declare that:

     III.1. Hereinafter, CFE and EPE shall also be referred to individually as
            "PARTY" or collectively as "PARTIES".

Having declared the foregoing, the PARTIES grant the following:

                                                                               5

 
                                    CLAUSES

                        FIRST.- PURPOSE OF THE CONTRACT

   The purpose of this contract is to establish the terms and conditions
   pursuant to which the EPE is obligated to sell and deliver to CFE, and CFE
   obligates itself to purchase and receive FIRM CAPACITY and ASSOCIATED ENERGY,
   as provided hereunder.

                             SECOND.- DEFINITIONS

   For the purposes of this contract the PARTIES agree to accept the following
   standard definitions, which will be used both, in the singular or plural
   forms. Terms defined herein will be written in bold letters, capitalizing the
   first letter:

   2.1  CAPACITY

        The amount in megawatts of the capacity of one or more generators, used
        to support the load in a reliable fashion, which is determined in
        accordance with the prevailing operating conditions at a given time.

   2.2  CONTRACTED CAPACITY

        Amount of MW's of FIRM CAPACITY made available to CFE by EPE.
        
   2.3  TRANSMISSION CAPACITY

        The capacity of an electric net to transport a given amount of capacity
        and energy from one place to another.

   2.4  FIRM CAPACITY

        Amount of MW's of capacity that EPE is bound to make available to CFE
        and can only be interrupted in case of all EMERGENCY, FORTUITOUS
        CIRCUMSTANCES OR FORCE MAJEURE.

   2.5  FIRM CAPACITY CHARGE

        Monthly charge in dollars of the United States of America per kW of FIRM
        CAPACITY supplied under this agreement and specified under Clause 5 of
        this contract.

                                                                               6

 
   2.6  TRANSMISSION CHARGE

        Monthly charge in dollars of the United States of America for each kW of
        FIRM CAPACITY supplied under this agreement, associated with the use of
        EPE'S transmission system, specified in Clause 5 of this contract.

   2.7  ASSOCIATED ENERGY CHARGE

        Monthly charge in dollars of the United States of America per kWh of
        ASSOCIATED ENERGY supplied under this agreement specified in Clause 5 of
        this contract.

   2.8  MONTHLY DEMAND

        The highest amount of FIRM CAPACITY measured by hour during a month,
        subject to a minimum charge as MINIMUM MONTHLY DEMAND as defined in
        Clause 2.9.

   2.9  MINIMUM MONTHLY DEMAND

        For purposes of invoicing, a Minimum Monthly Demand is defined in
        accordance with the following:

                             PERIOD            MINIMUM MONTHLY DEMAND

                       01/01/97 - 04/30/97               *SEE
                       05/01/97 - 08/31/97               LEGEND
                       09/01/97 - 09/30/97               ON
                       10/01/97 - 10/31/97               FIRST
                       11/01/97 - 11/30/97               PAGE OF
                       12/01/97 - 12/31/97               EXHIBIT*

   2.10 FORTUITOUS CIRCUMSTANCES OR FORCE MAJEURE

        As defined in by Clause 12, Subsection 12.3 of the contract.

   2.11 CFE - JUAREZ

        Is the electric system owned by CFE, which supplies the northern State
        of Chihuahua and borders with the United States of America,
        interconnecting with the SINAL at Moctezuma Substation.

                                                                               7

 
   2.12 EMERGENCY

        The loss or interruption of generating capacity or TRANSMISSION CAPACITY
        in the electric systems of any of the PARTIES, for any reason other
        than:

        (1)  Scheduled maintenance; or
        (2)  an anticipated deficiency in the supply of fuel.

        that degrades the security/reliability of a PARTY'S system to the extent
        that it threatens the services to its domestic users and the integrity
        of the system itself.

   2.13 ASSOCIATED ENERGY

        The energy expressed in MWh, associated with the CONTRACTED CAPACITY.

   2.14 EL PASO

        The electric system, owned by El Paso Electric Company which supplies
        the southern part of the State of New Mexico (USA) and the western part
        of the State of Texas (USA), which borders with Mexico and which
        interconnects the rest of the WSCC system at the various points that are
        identified in Appendix A of this contract.

   2.15 INTERCONNECTION

        Any arrangement of one or several transmission lines, circuit breakers,
        meters, control mechanisms and other similar devices and infrastructures
        that directly or indirectly connect to or allow the exchange of electric
        energy between the electric systems of the CFE-JUAREZ and EL PASO.

   2.16 INTERCONNECTION POINT

        Geographical place where the transmission line(s) that form part of an
        INTERCONNECTION cross the international border.

   2.17 SERVICE RESTRICTIONS

        Partial or total interruption of the electric energy supply to CFE.

                                                                               8

 
   2.18 NATIONAL INTERCONNECTED SYSTEM (SINAL)

        CFE'S main electric system, of which the CFE-JUAREZ electric system is a
        part.

   2.19 WESTERN SYSTEMS COORDINATING COUNCIL (WSCC)

        An organization formed by various interconnected electric energy
        companies located in the western United States of America and Canada of
        which EPE is a member.

                                 THIRD.- TERM

        This contract will become effective on the date on which it is executed
        by the PARTIES; the services to be provided under this contract shall
        start to be provided on the first day of January, 1997 and terminate on
        December 31, 1997.

                          FOURTH.- TECHNICAL ASPECTS

   4.1  CFE'S ELECTRICAL SYSTEM IN CIUDAD JUAREZ

        CFE'S electrical system in Ciudad Juarez, Chihuahua, which for purposes
        of this contract will be referred as CFE-JUAREZ, is part of a larger
        system, which is the SINAL.

   4.2  EPE'S ELECTRIC SYSTEM

        The electric system of EPE, which can also be specified as the main
        System belonging to EL PASO, is interconnected to WSCC.

   4.3  DELIVERY POINT

        As shown on Appendix A of this contract, the INTERCONNECTION between the
        two systems of CFE-JUAREZ and EL PASO take place through two 115 KV
        border ties which connect the Insurgentes and Riverena Substations,
        belonging to CFE, with the Azcarate and Diablo Substations, belonging to
        EPE. CFE will receive the energy from EPE at the INTERCONNECTION POINT.

        Energy transmission to the DELIVERY POINT shall be the sole
        responsibility of EPE.

                                                                               9

 
   4.4  INTERCONNECTION MODALITY

        Both PARTIES acknowledge that currently it is not practical nor
        convenient that the reception of energy take place when the CFE-JUAREZ
        system is interconnected to CFE'S SINAL.

   4.5  LOAD SEGREGATION

        Based on the information provided in Clause 4.4, in order to achieve the
        exchange of electric energy between the PARTIES, it is agreed to
        segregate a part of CFE-JUAREZ, based on the procedures currently in
        place for such purpose developed jointly with EPE.

                         FIVE.- PAYMENT SPECIFICATIONS

   5.1  PRICES

        EPE will supply FIRM CAPACITY and ASSOCIATED ENERGY to CFE and CFE will
        pay to EPE in dollars of the United States of America during the term
        this contract is in effect, *SEE LEGEND ON FIRST PAGE OF EXHIBIT* as
        follows:

                     *SEE LEGEND ON FIRST PAGE OF EXHIBIT*

   5.2  MONTHLY INVOICING:

        The monthly invoicing for FIRM CAPACITY and ASSOCIATED ENERGY provided
        by EPE to CFE hereunder shall be the sum of the invoicing for FIRM
        CAPACITY, plus the Invoicing for Transmission, plus the Invoicing for
        ASSOCIATED ENERGY, as indicated below:

                     *SEE LEGEND ON FIRST PAGE OF EXHIBIT*

   5.3  PRICE CHARACTERISTICS

        Prices established in subsection 5.1 of this clause shall be final
        prices to be paid by CFE at the POINT OF DELIVERY, and shall include any
        and all taxes, duties for permits and authorizations, and any other tax
        or payment that is incurred in the United States of America. For this
        reason, EPE is precluded from charging, for any reason whatsoever, any
        amount in excess of what is agreed to and described in the preceding
        subsection 5.1.

                                                                              10

 
        CFE will be responsible for the payment of any taxes, import permits and
        authorizations, and any other charge that is incurred in Mexico with
        regard to the importation of electric energy.

                         SIXTH.- INVOICING AND PAYMENT

   6.1  INVOICE

        The invoice presented by EPE to CFE shall *SEE LEGEND ON FIRST PAGE OF
        EXHIBIT*

   6.2  INVOICING PERIODS

        Purchases under this agreement shall be accounted for and invoiced on a
        calendar month basis. EPE shall present to CFE on a monthly basis,
        within the first 10 calendar days subsequent to the end of each month,
        the invoices to be paid in dollars of the United States of America for
        the sales carried out under this contract for the months in which said
        sales take place. Monthly invoices presented to CFE will be paid to EPE
        within 20 calendar days following the date on which said invoice was
        received..

   6.3  INVOICE DISCREPANCIES

        In case of a discrepancy between the PARTIES concerning any invoice, the
        invoice shall be paid in full within the established period of time, on
        the understanding that the actual amount of the discrepancy will be
        considered as paid under protest. If it is subsequently determined that
        any portion of the protested payment was incorrectly assessed, EPE shall
        reimburse CFE, the amount incorrectly charged plus a monthly interest
        rate of 1% from the date in which the payment was made to the date in
        which the actual sum and corresponding interest are reimbursed by EPE to
        CFE.

   6.4  PAYMENT ACCOUNTS

        All payments made by CFE to EPE shall be made in dollars of the United
        States of America in electronic form at a banking institution outside of
        the Mexican United States, chosen by EPE.

                                                                              11

 
                          SEVENTH.- TAXES AND RIGHTS

        All taxes and permits expenses to be paid as a consequence hereunder in
        the United States of America and the Mexican United States will be paid
        to their respective government by EPE and CFE according to the
        provisions in the respective country tax laws.

                            EIGHTH.- REPRESENTATION

        Within the thirty calendar days following the execution of this
        contract, each PARTY shall designate a representative and a substitute
        for him(her), and shall notify in writing the other PARTY within the
        same period of time, the name and position of the designated
        individuals.

        The representatives of the PARTIES will basically function to ensure the
        smooth operation of the services derived from this contract, as well as
        the liaison between the PARTIES in order to ensure the adequate
        implementation of this contract.

        The PARTIES will be able to change at any time their respective
        representatives, by notifying in advance the other PARTY of said
        changes.

        All the decisions made by the representatives of the PARTIES, shall be
        recorded in minutes which will indispensably be signed by both
        representatives; the representatives do not have the authority to modify
        the terms of this contract.

        The salaries and expenses of each PARTY representative will be the
        responsibility of the represented PARTY.

                                NINTH.- BREACH

   9.1  IN CASE OF BREACH

        In case of breach or violation of the terms of the contract, the non-
        breaching PARTY shall notify in writing the other PARTY who shall then
        clarify, and if applicable, remedy the breach or demonstrate that no
        breach has taken place.

        Once it has been notified of a breach, the breaching PARTY shall remedy
        the breach itself, at its earliest reasonable convenience without
        exceeding three (3) calendar days, from the date in which the

                                                                              12

 
        notification is received. If the nature of the problem, makes impossible
        to solve it within three (3) calendar days, the breaching PARTY shall
        present within this period of time a plan of activities aimed at
        remedying the breach to the satisfaction of the non-breaching PARTY. If
        no agreement is reached, the PARTIES will submit the point in
        controversy to arbitration, in accordance to Clause 15 of this contract.
        The PARTIES shall abide to the arbitration decision which shall be
        final.

   9.2  RESCISSION

        The contract herein may be rescinded due to a material or continuous
        breach on behalf of one of the PARTIES, i what concerns the substantive
        obligations stipulated hereunder.

                               TENTH.- PENALTIES

        In the event that EPE is not able to deliver partially or totally the
        energy contracted, and this is not due to an EMERGENCY or FORTUITOUS
        CIRCUMSTANCES OR FORCE MAJEURE or because of CFE, EPE becomes obligated
        to pay the positive difference if such exists, duly documented, between
        the cost CFE had to pay to cover the energy that was not supplied and
        the contracted price. In addition, CFE will diminish the payment of the
        capacity charge according to the duration and magnitude of the supply
        failure.

                          ELEVENTH.- RESPONSIBILITIES

        Each of the PARTIES shall indemnify and hold the other harmless and free
        from any liability, loss, damages, or destruction of properties
        attributable to negligence, fault or willingness of its advisers,
        employees, workers and other personnel.

        Notwithstanding the foregoing, all labor claims or settlement packages
        of the employees or workers of one of the PARTIES due to work related
        injuries will be the sole responsibility of the PARTY employing them.

        Each PARTY shall assume sole responsibility before its corresponding
        consumers for any claim due to service interruption or deficiency. Each
        PARTY will hold harmless and safe the other PARTY, if the end user of
        the electric system of a PARTY presents a law suit against that PARTY
        servicing such user.

                                                                              13

 
                            TWELFTH.- GENERAL TERMS

   12.1 NOTIFICATIONS

        Any notification, request or application pertaining to this contract,
        will be considered as duly delivered to CFE if it is sent via certified
        mail with its corresponding acknowledgment of receipt, or by courier or
        Fax, provided a confirmation sheet is secured, to Director of Control
        (Jefe del Area de Control Norte) to Guanacevi No. 131, Parque Industrial
        Lagunero, Gomez Palacio, Dgo., C.P. 35078, Mexico; and to EPE if it is
        sent to 123 West Milles, El Paso Texas, 79901, attention of the
        Assistant Vice President of Resources and Planning Department. The
        appointment of an individual to whom such correspondence shall be sent,
        or the address where this person may be reached can be changed at any
        time by giving prior written notice. Any notification or request related
        to the delivery and receipt of energy or pertaining to the operation of
        the infrastructure in place, will be considered valid if it is made by
        phone and it is registered in the docket books of the operators of the
        electric systems of both PARTIES.

        EPE designates to receive any notification related to the Fifteenth and
        Seventeenth Clauses, Mr. Carlos Javier Perez Chow, indicating as
        domicile in Mexico for these ends, Bosque de Duraznos No. 75-303, Col.
        Bosques de las Lomas, C.P. 11700, Mexico, D. F.

        EPE will be able to change at any time the individual and address
        furnished in the previous paragraph, by written notice to CFE. If such
        notice is not timely delivered, it shall be assumed no change has
        occurred regarding the individual and address previously appointed.

   12.2 SUCCESSORS AND ASSIGNEES

        This contract will be in force to the benefit of and will bind all
        successors and assignees of both PARTIES, notwithstanding the foregoing,
        this contract will not be transferable by either of the PARTIES without
        the prior written consent of the other PARTY, however, such consent
        shall not be unreasonably withheld.

   12.3 FORCE MAJEURE OR FORTUITOUS CIRCUMSTANCES

        Neither EPE nor CFE will be held liable for any breach of the terms of
        this contract, when such breach is due to either FORCE MAJEURE or
        FORTUITOUS CIRCUMSTANCES, provided that in case of FORCE MAJEURE or 

                                                                              14

 
        FORTUITOUS CIRCUMSTANCES, the PARTY that is in breach did not contribute
        to said circumstances.

        FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES shall be understood to mean
        any phenomenon of nature or man-made that is unpredictable or
        inevitable, even when acting without negligence and which will impede
        the fulfillment of any of the obligations deriving from this contract.
        FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES include but are not limited to
        the following: flood, earthquake, storm, fires, lightening, epidemic,
        war, revolt, strike not imputable to the affected PARTY, and Government
        acts that are not inspired or supported by the affected PARTY.

        Whenever a case of FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES arises, the
        PARTY disabled by it, shall notify the other PARTY at its earliest
        convenience and furnish evidence of the occurrence.

        The PARTY affected by the FORCE MAJEURE or FORTUITOUS CIRCUMSTANCES
        shall in addition, indicate to the other, the time it estimates that the
        problem may last, and the measures being undertaken to resolve it.

   12.4 PARTIAL UNENFORCEABILITY

        The unenforceability of any clauses of this contract, provided that such
        circumstance does not affect the substantive clauses of the contract
        herein and therefore the contract may remain in effect, will not affect
        the enforcement of any other provisions hereunder.

   12.5 CONTROVERSIES

        Any dispute or controversy derived from this contract, will be discussed
        and settled by the representatives of the PARTIES, whom will exercise
        their best efforts to solve the dispute or controversy in an amicable
        and expedient fashion. If the representatives are unable to solve such
        controversies, these will be submitted for the acknowledgment and
        solution by the supervising executives of each PARTY, without
        prejudicing the remedy provided under Clause 15 of this contract.

                                                                              15

 
                          THIRTEENTH.- AUTHORIZATIONS

        Any authorization required by each of the PARTIES in order to perform
        this contract, both in the PARTY'S country of origin or in any other,
        shall be processed and secured by said PARTY and shall be valid at the
        time in which this contract is entered into.

                             FOURTEENTH.- LANGUAGE

        The PARTIES enter into this contract by executing two (2) Spanish
        original samples and two (2) English original samples. It is agreed by
        the PARTIES that both the Spanish and English versions of this contract
        are binding and valid. In case of a controversy between the PARTIES, the
        Spanish version shall prevail.

                            FIFTEENTH.- ARBITRATION

        In case of controversies pertaining to technical or economic issues
        derived from this contract, which the PARTIES are unable to resolve
        within thirty (30) calendar days, said controversy will be settled
        through arbitration. Such arbitration procedure will submit to the
        Arbitration and Mediation Regulations of the International Chamber of
        Commerce of Paris. The arbitration panel shall be formed by three
        arbitrators selected in accordance to said Regulations, unless, it is
        agreed by the PARTIES that only one arbitrator shall preside said
        proceedings. The arbitration proceedings will be conducted in Mexico
        City, in the Spanish language. All costs and expenses incurred as a
        result of the arbitration proceeding will be paid by the losing PARTY.
        The arbitration decision will be final and non-appealable. If during the
        arbitration proceedings it is determined that the controversy does not
        relate to a technical or economic issue, such controversy will be
        submitted to the jurisdiction of the Federal Courts.

                           SIXTEENTH.-GOVERNING LAW

        This contract, the rights of the PARTIES and the obligations of the
        PARTIES with regard to this contract, are governed by the Federal Laws
        of the Mexican Unites States.

                                                                              16

 
                      SEVENTEENTH.-APPLICABLE LEGISLATION

        The contract herein will be governed and interpreted according to the
        federal laws of the Mexican United States, therefore, the PARTIES agree
        that controversies that arise from this contract, other than those
        referred to in Clause Fifteenth hereunder, will be subject to the
        jurisdiction of the Federal Courts, and as such, the PARTIES agree to
        submit themselves to the jurisdiction of said Courts in Mexico City,
        hereby waiving any other jurisdiction which would be available to them
        due to their present or future domicile or any other reason.

                      EIGHTEENTH.- OPERATIONAL PROCEDURES

        The PARTIES agree that to have THE CONTRACT herein operating adequately,
        it is required that specific operational procedures be established, *SEE
        LEGEND ON FIRST PAGE OF EXHIBIT*. The procedures in the Interconnection
        Agreement mentioned will be used provided, they do not contravene the
        provisions in the United States of America, or the Mexican United States
        legislations.

        *SEE LEGEND ON FIRST PAGE OF EXHIBIT*

                                                                              17

 
  This contract is executed in Mexico City, Federal District, in 2 originals in
  Spanish and 2 originals in English the ____ day of _______ 1997.


  FOR THE CFE                              FOR EPE
                                           
                                           
                                           
  /s/ LIC. LUIS R. ALMEIDA DURAN           /s/ JAMES HAINES
  ------------------------------           -------------------------------
  Lic. Luis R. Almeida Duran.              Mr. James Haines.
  Subdirector de Programacion.             Chief Executive Officer
                                           and President.
                                           
                                           
                                           
  /s/ ING. RAYMUNDO CAMPOS MILAN           LEGAL ASPECTS
  ------------------------------           REVIEWED BY              
  Ing.  Raymundo Campos Milan              
  Subdirector de Transmision,              /s/ LIC. FRANCISCO TREVINO MORENO
  Transformacion y Control                 ---------------------------------
                                           Lic. Francisco Trevino Moreno 
                                           Gerente de Asuntos Juridicos  
                                  


  The signatures and initializations in this page correspond to the Contract for
  the Purchase of Firm Capacity and its Associated Energy entered into by
  Comision Federal de Electricidad and El Paso Electric Company.

  I, ELENA MILAN REYES, expert translator appointed by the Superior Court of
  Justice of the Federal District of Mexico, as proven by the Judiciary Gazette
  of March 31, 1995, CERTIFY THAT:  to the best of my knowledge and belief this
  is a true, correct and complete translation of the original document that was
  brought before me.

                  Mexico, Distrito Federal, February 5, 1997

                             /s/ ELENA MILAN REYES

                               ELENA MILAN REYES
                            Ave. Copilco 76-A10-503

                                                                              18

 
Este contrato se firma en la Cd. De Mexico, Distrito Federal en 2 ejemplares en
ingles y 2 ejemplares in espanol a los 20 dias de Febrero de 1997.



POR CFE                                 POR EPE



/s/ LIC. LUIS R. ALMEIDA DURAN          /s/ JAMES HAINES
- ------------------------------          ----------------
Lic. Luis R. Almeida Duran              James Haines.
Subdirector de Programacion.            Chief Executive Officer
                                        and President.



/s/ ING. RAYMUNDO CAMPOS MILAN
- ------------------------------
Ing. Raymundo Campos Milan
Subdirector de Transmision,
Transformacion y Control.



Revisado en sus aspectos legales por:


/s/ LIC. FRANCISCO TREVINO MORENO
- ---------------------------------
Lic. Francisco Trevino Moreno
Gerente de Asuntos Juridicos


Las presentes firmas y antefirmas corresponden al contrato de Compra de
Capacidad Firme y Energia Asociada, celebrado entre Comision Federal de
Electricidad y El Paso Electric Company.

                                                                              19