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                                                                   EXHIBIT 10.8

                               AMENDMENT NO. 2
                                     TO
                             TRANSFER AGREEMENT



        This Amendment dated as of May 29, 1997, is by and among TransAmerican
Natural Gas Corporation, a Texas corporation ("TransAmerican"), TransTexas Gas
Corporation, a Delaware corporation ("TransTexas"), TransTexas Transmission
Corporation, a Delaware corporation ("TTC"), and John R. Stanley, and amends
the Transfer Agreement dated as of August 24, 1993, as previously amended (the
"Agreement").

        For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

        1.      TTC is released from and discharged of all obligations and
                liabilities under, and ceases to be a party to, the Agreement.
        2.      Except as set forth in this Amendment, the Agreement shall
                remain in effect.
        3.      This Amendment may be executed in multiple original
                counterparts, each of which shall be deemed an original, but
                all of which together shall constitute the same instrument.

        In witness whereof, this Amendment has been executed and delivered
effective as of the date first written above.


                                          -------------------------------------
                                          John R. Stanley

                                          Transamerican Natural Gas Corporation


                                          By:        
                                             ----------------------------------

                                          TransTexas Gas Corporation


                                          By:                            
                                             ----------------------------------

                                          TransTexas Transmission Corporation

                                                
                                          By:
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