STATE OF KANSAS, PLAINTIFF V. STATE OF COLORADO, ET AL.

   No. 105, Original

   In The Supreme Court Of The United States

   October Term, 1989

   Before The Honorable Arthur L. Littleworth, Special Master

   Answer Of The United States To The First Amended Complaint

   The United States, in response to the First Amended Complaint of
the State of Kansas, states:

   1. The averments of paragraph 1 are conclusions of law to which no
response is required.

   2-3. The averments of paragraphs 2 and 3 are admitted.

   4. The United States admits that one of the purposes of the
Arkansas River Compact is as quoted in paragraph 4 of the complaint,
and avers that the Compact itself is the best evidence of its
contents.  Act of May 31, 1949, ch. 155, 63 Stat. 145.  The remaining
averment of paragraph 4 is a conclusion of law to which no response is
required.

   5. The United States admits that the portion of Art. IV(D) of the
Arkansas River Compact is as quoted in paragraph 5 of the complaint
and avers that the Compact itself is the best evidence of its
contents.  The remaining averments of paragraph 5 are conclusions of
law to which no response is required.

   6. The United States admits that the portion of Article V(F) of the
Arkansas River Compact is as quoted in paragraph 6 of the complaint
and avers that the Compact itself is the best evidence of its
contents.  The United States avers that the Arkansas River Compact
Administration by resolution in 1980 adopted an operating plan for
John Martin Reservoir which modifies the method by which the
Administration finds that the water in the conservation pool is
exhausted for the purposes of Article V(F) of the Compact.

   7-11. The United States is without knowledge or information
sufficient to form a belief as to the truth of the averments of
paragraphs 7-11 of the complaint.

   12. The United States admits the averments of the first sentence of
paragraph 12 and that the State of Colorado, through its Compact
Commissioner, has at various times declined to approve investigations
of the impact on the Arkansas River of certain of the matters itemized
in paragraph 12.  The United States is without knowledge or
information sufficient to form a belief as to the truth of the
remaining averments of paragraph 12.

   13-17. The United States is without knowledge or information
sufficient to form a belief as to the truth of the averments of
paragraphs 13-17 of the complaint.

   AFFIRMATIVE DEFENSES

   1. The Trinidad Project is a multi-purpose project constructed and
operated by the United States Army Corps of Engineers in accordance
with federal laws and operating principles developed by the Bureau of
Reclamation and approved by the States of Colorado and Kansas.
Pursuant to a request by the Arkansas River Compact Administration,
the United States Bureau of Reclamation has undertaken a review of the
Trinidad Project operating principles and has issued a final report
recommending certain modifications of the operating principles.
Adoption of the Bureau of Reclamation's report by the Arkansas River
Compact Administration and implementation of the recommendations
contained in the report to ensure that the waters of the Arkansas
River shall not be materially depleted in usable quantity or
availability for use by the water users in Colorado and Kansas will
moot plaintiff's claims with respect to the Trinidad Project.

   2. Pueblo Dam and Reservoir are features of the Fryingpan-Arkansas
Project, a multipurpose project authorized by Congress in 1962 in
substantial accordance with the engineering plans set forth in H.R.
Doc. No. 187, 83d Cong., 1st Sess. (1953).  Act of August 16, 1962,
Pub. L. No. 87-590, 76 Stat. 389, as amended by Act of October 27,
1974, Pub. L. No. 93-493, Section 1101, 88 Stat. 1497, and Act of
November 3, 1978, Pub. L. No. 95-586, Section 901, 92 Stat. 2493.  The
engineering plans set forth in H.R. Doc. No. 187, supra, include a
winter storage program at Pueblo Reservoir.  Accordingly, with respect
to any claim that the winter storage program at Pueblo Reservoir
should have been submitted to the Arkansas River Compact
Administration for approval, the complaint fails to state a claim upon
which relief may be granted, for the winter storage program is a
Congressionally authorized feature of the Fryingpan-Arkansas Project.

   3. The winter storage program has been in place at Pueblo Reservoir
since 1976, with the knowledge of the Arkansas River Compact
Administration, and the repayment contract for the Project between the
United States and the Southeastern Colorado Water Conservancy District
contains specific provisions for the storage of winter water.
Accordingly, plaintiff's claim that the winter storage program should
have been submitted to the Arkansas River Compact Administration for
approval is barred by the equitable doctrine of laches.

   WHEREFORE, the United States respectfully prays that the Court
issue an order protecting the rights of the United States in the
Trinidad Project and the Fryingpan-Arkansas Project, and for such
other and further relief as the Court may deem just and proper.

   Respectfully submitted.

   KENNETH W. STARR

      Solicitor General

   RICHARD B. STEWART

      Assistant Attorney General

   PATRICIA L. WEISS

   ANDREW F. WALCH

      Attorneys

   JANUARY 1990