Exhibit 10.61


                                        June 2, 1994


Mr. Alex Szabo
11123 Crown Point Drive
Knoxville, TN 37922

Dear Alex:

As you are probably aware, your becoming Petro's Senior Vice President is
very exciting for us.  While we have had discussions concerning various
aspects of that position, this letter will serve to confirm our final
understanding.  It is expected that you will begin work on June 15, 1994
and that your base salary will be $200,000 annually.  In addition to that
base compensation, you will be entitled to an annual bonus, at the end of
each calendar year, of $20,000 for every 1% net improvement in the
Company's approximate 4% net annual customer attrition rate.  Let me
confirm that you will be entitled to participate in those health and
benefit programs available to all our employees plus our normal car
allowance.  In addition, Petro will pay all your reasonable expenses
necessary to move your family and your possessions to the Stamford area.

While we have both recognized that this agreement should last only so long
as both parties so desire, and either can cancel at any time, should it be
terminated by Petro within the first 18 months of your employment you will
be entitled to receive the base compensation referred to above for the six
months following such termination except if such dismissal was for gross
negligence or fraud.

As I am sure you understand you will be made aware of certain confidential
information regarding Petro, and accordingly it is expected that you will
not furnish to anyone such information, including the identity of customers
or prospective customers, the details of marketing or advertising programs
nor take any action detrimental to the company at any time during the term
of this agreement or thereafter.  In addition, we expect that your 






Mr. Alex Szabo
June 2, 1994
Page 2


employment by Petro at this time does not violate the rights of your
present employer or any other agreements you may have.

If the foregoing meets with your approval, please sign in the space
provided below, in which event this letter will then be a binding agreement
between us.

                                                   Sincerely,

                                     PETROLEUM HEAT AND POWER CO., INC.


                                                \S\ Irik P. Sevin
                                               -------------------------
                                                    Irik P. Sevin
                                               Chief Executive Officer

IS:sk

AGREED:


\S\ Alex Szabo           
- -------------------------
    Alex Szabo