Houston, Texas, March 2, 1998-El Paso Energy Corporation (NYSE:EPG) announced today that the Boards of Directors of El Paso and DeepTech International Inc. (NASDAQ:DEEP) and the holders of a majority of the outstanding shares of DeepTech have approved definitive agreements for El Paso to acquire DeepTech's interests in Leviathan Gas Pipeline through a series of transactions. Leviathan Gas Pipeline Partners, L. P. (NYSE:LEV) produces, processes, gathers, transports and markets oil and gas located in the offshore Gulf of Mexico.

As a result of the transactions, El Paso will own 100% of the general partner of Leviathan and a 27.3% effective interest in the partnership. The net cost to El Paso for the Leviathan partnership interests will total approximately $450 million. Subject to the receipt of required approvals and other customary conditions, the transactions are expected to be completed by the end of the second quarter 1998.

Leviathan is the largest independent gatherer of natural gas in the Gulf of Mexico, with interests in pipeline systems which transported more than 2.8 billion cubic feet per day (Bcf/d) in 1997. The pipeline systems, which cover a large portion of the Outer Continental Shelf and access the prolific Deepwater Trend of the Gulf of Mexico, include: the High Island Offshore System, the U-T Offshore System, the Stingray Pipeline system, the Nautilus/Manta Ray Offshore system, the Viosca Knoll Gathering system and the Poseidon Oil Pipeline. In addition, Leviathan produces oil and gas from several offshore blocks and owns interests in several multi-purpose offshore platforms which process oil and gas for producers.

"Leviathan's offshore assets together with El Paso Field Services' existing offshore assets will create the first offshore header system encompassing all areas of Gulf production-from Matagorda to Mobile. El Paso and Leviathan will be uniquely positioned to benefit from development of the growing Deepwater Trend and ultradeep opportunities in the Gulf of Mexico," said William A. Wise, chairman, president, and chief executive officer of El Paso Energy Corporation. "This acquisition is expected to be neutral to earnings per share for the first 18 months and accretive to earnings thereafter. This transaction increases the income contribution from our non-regulated businesses and enhances long-term upstream supply opportunities for Tennessee Gas Pipeline.

"We view the Deepwater Trend and the ultradeep as the most exciting new frontiers for the development of large scale oil and gas reserves in the United States based upon the significant discoveries to date, continuing technology advancement in deepwater drilling and production, and the substantial capital commitments of the E&P industry. Leviathan has been a leader in the past few years in the expansion of pipeline and platform infrastructure to gather these new supplies. We look forward to continued growth in the earnings and cash flow of Leviathan which will benefit both Leviathan unit holders and El Paso shareholders."

The series of transactions includes: 1) DeepTech's disposition of its offshore drilling rigs by contribution to Tatham Offshore, Inc. (NASDAQ:TOFF), 2) DeepTech effecting a rights offering to DeepTech shareholders of the Tatham Offshore common and preferred stock currently owned by DeepTech and its subsidiaries, in which DeepTech will retain $75 million of the net rights offering proceeds, and 3) a merger between DeepTech and an El Paso subsidiary pursuant to which holders of DeepTech common stock will receive at their option either $14 per share in cash or El Paso common stock (subject to a minimum and maximum exchange ratio of approximately .1867 and .28 El Paso shares, respectively). In addition, El Paso will also acquire the 15 percent Leviathan minority interest not owned by DeepTech. El Paso will not be acquiring any of the publicly outstanding units of Leviathan Gas Pipeline Partners, L.P. as part of this transaction.

Including the assets of Leviathan, El Paso Field Services will become the largest gatherer of offshore Gulf of Mexico natural gas and overall the industry's second largest gatherer of natural gas, with interests in 47 pipeline systems, 25 processing and treating plants, and 8 offshore platforms. El Paso Field Services' total company-wide gathering and processing volumes will exceed 5 Bcf/d, with offshore Gulf of Mexico volumes of more than 2.6 Bcf/d.

With over $9 billion in assets, El Paso Energy Corporation provides energy solutions through five business units: Tennessee Gas Pipeline Company, El Paso Natural Gas Company, El Paso Field Services Company, El Paso Energy Marketing Company, and El Paso Energy International Company. The company owns the nation's only integrated coast-to-coast natural gas pipeline system and has operations in interstate natural gas transmission, gas gathering and processing, energy marketing, and international infrastructure development. Visit El Paso Energy's web site at www.epenergy.com.

This release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The companies have made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release. While the companies make these statements and projections in good faith, neither the companies nor their managements can guarantee that the anticipated future results will be achieved. Reference should be made to the companies' (and their affiliates') Securities and Exchange Commission filings for additional important factors that may affect actual results.