ASSIGNMENT AND ASSUMPTION AGREEMENT

 EXHIBIT 10.60

               ASSIGNMENT AND ASSUMPTION AGREEMENT

          This ASSIGNMENT AND ASSUMPTION AGREEMENT is executed as
of  this  6th  day of January, 1992 by and between  Panda  Energy
Corporation,  a  Texas Corporation, (the "Assignor")  and  Panda-
Rosemary  Corporation, a Delaware Corporation, (the  "Assignee").
Capitalized  terms  not defined herein shall  have  the  meanings
ascribed  to  them in the Second Amended and Restated  Letter  of
Credit and Reimbursement Agreement, dated as of January 6,  1992,
by   and   among   Panda-Rosemary,  L.P.,  a   Delaware   limited
partnership,  The Fuji Bank Limited, acting through  its  Houston
Agency,  as  Agent and as issuing bank, and the banks  which  are
party thereto.

          FOR  GOOD  AND VALUABLE CONSIDERATION, the receipt  and
sufficiency  of  which  are  hereby  acknowledged,  Assignor  and
Assignee hereby agree as follows:

          1.    ASSIGNMENT AND DELEGATION. Assignor  hereby,  and
immediately   prior  to  the  consummation  of  the  transactions
contemplated  by  the  Transfer Agreements,  assigns,  transfers,
delegates  and  conveys unto Assignee all of  its  right,  title,
interest, duties and obligations with respect to those agreements
listed on Schedule A attached hereto (the "Assigned Agreements").

          2.    ASSUMPTION.   Assignee  hereby,  and  immediately
prior to the consummation of the transactions contemplated by the
Transfer  Agreements,  assumes and agrees  to  pay,  perform,  or
otherwise  satisfy  and discharge any and all debts,  obligations
and  liabilities of the Assignor under or with respect to any  of
the  Assigned  Agreements, arising prior to  or  after  the  date
hereof.
          
          IN  WITNESS WHEREOF, the undersigned have executed this
Assignment and Assumption Agreement as of the date and year first
above written.

                              PANDA ENERGY CORPORATION
                              
                              
                              
                              By:
                              Name: Robert A. Wolf
                              Title: Vice President

                              
                              PANDA-ROSEMARY CORPORATION
                              
                              
                              By:
                              Name: Robert A. Wolf
                              Title: Vice President
        
                           SCHEDULE A

          1.   Lateral  Line  Interconnection  and  Reimbursement
Agreement  dated  as  of  August 1, 1990,  between  Assignor  and
Transcontinental Gas Pipeline Corporation.

          2.    Service  Agreement dated as of October  22,  1991
between Assignor and Transcontinental Gas Pipeline Corporation.
          
          3.    Confidentiality Agreement, dated  June  5,  1991,
between Assignor and Natural Gas Clearinghouse.
          
          4.    ITS-1  Transportation  Service  Agreement,  dated
April 4, 1991, between Columbia Gulf Transmission Company (acting
on  behalf of Columbia Gas Transmission Corporation) and Assignor
(Contract No. 900614-003).
          
          5.    Fuel  Oil Purchase Agreement, dated November  18,
1991, between Assignor and Natural Gas Clearinghouse. 

Basic Info X:

Name: ASSIGNMENT AND ASSUMPTION AGREEMENT
Type: Assumption Agreement
Date: Oct. 18, 1996
Company: PANDA FUNDING CORP
State:

Other info:

Date:

  • 6th day of January , 1992
  • January 6 , 1992
  • August 1 , 1990
  • October 22 , 1991
  • June 5 , 1991
  • April 4 , 1991
  • November 18 , 1991

Organization:

  • Panda Energy Corporation
  • Restated Letter of Credit
  • Fuji Bank Limited
  • Transcontinental Gas Pipeline Corporation
  • Transportation Service Agreement
  • Columbia Gulf Transmission Company
  • Columbia Gas Transmission Corporation
  • Natural Gas Clearinghouse

Location:

  • L.P.
  • Delaware

Person:

  • Rosemary Corporation
  • Robert A. Wolf