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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D.C. 20543, of any typographical or other formal errors, in order that
corrections may be made before the preliminary print goes to press.
SUPREME COURT OF THE UNITED STATES
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No. 108, Orig.
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STATE OF NEBRASKA, PLAINTIFF v. STATES OF
WYOMING and COLORADO
on petition for order enforcing decree and for
injunctive relief
[May 30, 1995]

  Justice Souter delivered the opinion of the Court.
  Since 1945, a decree of this Court has rationed the
North Platte River among users in Wyoming, Nebraska
and Colorado.  By petition in 1986, Nebraska again
brought the matter before us, and we appointed a
Special Master to conduct the appropriate proceedings.
In his Third Interim Report, on Motions to Amend
Pleadings (Sept. 9, 1994), the Master has made recom-
mendations for rulings on requests for leave to amend
filed by Nebraska and Wyoming.  We now have before
us the parties' exceptions to the Master's report, each of
which we overrule.

                            I
  The North Platte River is a non-navigable stream
rising in northern Colorado and flowing through Wyo-
ming into Nebraska, where it joins with the South
Platte to form the Platte River.  In 1934, Nebraska
invoked our original jurisdiction under the Constitution,
Art. III, 2, cl. 2, by suing Wyoming for an equitable
apportionment of the North Platte.  The United States
had leave to intervene, Colorado was impleaded as a
defendant, and the ensuing litigation culminated in the
decision and decree in Nebraska v. Wyoming, 325 U. S.
589 (1945) (Nebraska I).
  We concluded that the doctrine of prior appropriation
should serve as the general -guiding principle- in our
allocation of the North Platte's flows, id., at 618, but
resisted an inflexible application of that doctrine in
rendering four principal rulings.  Ibid.  First, we
enjoined Colorado and Wyoming from diverting or
storing water above prescribed amounts, meant to reflect
existing uses, on the river's upper reaches.  Id., at
621-625, 665-666.  Second, we set priorities among Wyo-
ming canals that divert water for the use of Nebraska
irrigators and federal reservoirs, also in Wyoming, that
store water for Wyoming and Nebraska irrigation
districts. Id., at 625-637, 666-667.  Third, we appor-
tioned the natural irrigation-season flows in a stretch of
river that proved to be the principal focus of the
litigation (the -pivotal reach- of 41 miles between the
Guernsey Dam in Wyoming and the Tri-State Dam in
Nebraska), allocating 75 percent of those flows to
Nebraska and 25 percent to Wyoming.  Id., at 637-654,
667-669.  Finally, we held that any party could apply
for amendment of the decree or for further relief.  Id.,
at 671 (Decree Paragraph XIII).  With the parties'
stipulation, the decree has since been modified once, to
account for the construction of the Glendo Dam and
Reservoir.  Nebraska v. Wyoming, 345 U. S. 981 (1953).
  Nebraska returned to this Court in 1986 seeking
additional relief under the decree, alleging that Wyoming
was threatening its equitable apportionment, primarily
by planning water projects on tributaries that have
historically added significant flows to the pivotal reach.
We granted Nebraska leave to file its petition, 479 U. S.
1051 (1987), and allowed Wyoming to file a counter-
claim.  481 U. S. 1011 (1987).
  Soon thereafter, Wyoming made a global motion for
summary judgment, which the Master in his First
Interim Report recommended be denied.  See First
Interim Report of Special Master, O. T. 1988, No. 108
Orig.  After engaging in discovery, Nebraska, Wyoming,
Colorado, and the United States all filed further sum-
mary judgment motions.  In his Second Interim Report,
the Master recommended that we grant the motions of
the United States and Nebraska in part, but that we
otherwise deny summary relief.  See Second Interim
Report of Special Master on Motions for Summary
Judgment and Renewed Motions for Intervention, O. T.
1991, No. 108 Orig.  We overruled the parties' excep-
tions.  Nebraska v. Wyoming, 507 U. S. ___ (1993)
(Nebraska II).
  Nebraska and Wyoming then sought leave to amend
their pleadings, and we referred those requests to the
Master.  The Amended Petition that Nebraska seeks to
file contains four counts.  Count I alleges that Wyoming
is depleting the natural flows of the North Platte and
asks for an injunction against constructing storage
capacity on the river's tributaries and -permitting
unlimited depletion of groundwater that is hydrologically
connected to the North Platte River and its tributaries.-
Third Interim Report App. D-2 to D-7.  Count II alleges
that the United States is operating the Glendo Reservoir
in violation of the decree and seeks an order holding the
United States to the decree.  Id., at D-7 to D-8.  Count
III alleges that Wyoming water projects and groundwater
development threaten to deplete the Laramie River's
contributions to the North Platte, and asks the Court to
-specify that the inflows of the Laramie River below
Wheatland are a component of the equitable apportion-
ment of the natural flows in the [pivotal] reach, 75% to
Nebraska and 25% to Wyoming, and [to] enjoin the
State of Wyoming from depleting Nebraska's equitable
share of the Laramie River's contribution to the North
Platte River . . . .-  Id., at D-8 to D-12.  Count IV
seeks an equitable apportionment of the North Platte's
non-irrigation season flows.  Id., at D-12 to D-16.  The
Master recommended that we allow Nebraska to substi-
tute the first three counts of its Amended Petition for
its current petition, but that we deny leave to file Count
IV.  Neither Nebraska nor the United States has
excepted to the Master's recommendation, whereas Wyo-
ming has filed three exceptions, set out in detail below.
  Wyoming proposes to amend its pleading with four
counterclaims and five cross-claims.  The First Counter-
claim and Cross-Claim allege that Nebraska and the
United States have failed to recognize beneficial use
limitations on diversions by Nebraska canals, and that
Nebraska (with the acquiescence of the United States)
has violated the equitable apportionment by demanding
natural flow and storage water from sources above Tri-
State Dam and diverting them for use below Tri-State
Dam.  Third Interim Report App. E-3 to E-6, E-8 to
E-10.  Wyoming's Second and Third Counterclaims and
Cross-Claims seek enforcement or modification of
Paragraph XVII of the decree, which deals with the
operation of the Glendo Reservoir and is also the subject
of Count II of Nebraska's Amended Petition.  Id., at E-6
to E-7, E-10 to E-11.  By its Fourth Counterclaim and
Fifth Cross-Claim, Wyoming asks the Court to modify
the decree to leave the determination of carriage (or
transportation) losses to state officials under state law.
Id., at E-7 to E-8, E-12.  Finally, Wyoming's Fourth
Cross-Claim alleges that the United States has failed to
operate its storage reservoirs in accordance with federal
and state law and its own storage water contracts, thus
upsetting the very basis of the decree's equitable
apportionment.  Id., at E-11 to E-12.
  The Master recommended that we allow Wyoming to
substitute its Second through Fourth Counterclaims and
its Second through Fifth Cross-Claims for its current
pleadings, but that we deny leave to file Wyoming's
First Counterclaim and Cross-Claim insofar as they seek
to impose a beneficial use limitation on Nebraska's
diversions of natural flow.  The United States and
Nebraska except to the recommendation to allow
Wyoming to file its Fourth Cross-Claim.  Wyoming
excepts to the Master's recommended disposition of its
First Counterclaim and Cross-Claim.  In all, then,
Wyoming has filed four exceptions to the Master's
recommendations and the United States and Nebraska
a single (and largely overlapping) exception each.

                           II
  We have found that the solicitude for liberal amend-
ment of pleadings animating the Federal Rules of Civil
Procedure, Rule 15(a); Foman v. Davis, 371 U. S. 178,
182 (1962), does not suit cases within this Court's
original jurisdiction.  Ohio v. Kentucky, 410 U. S. 641,
644 (1973); cf. this Court's Rule 17.2.  The need for a
less complaisant standard follows from our traditional
reluctance to exercise original jurisdiction in any but the
most serious of circumstances, even where, as in cases
between two or more States, our jurisdiction is exclusive.
Mississippi v. Louisiana, 506 U. S. ___, ___ (1992) (slip
op., at 4) (-`The model case for invocation of this Court's
original jurisdiction is a dispute between States of such
seriousness that it would amount to casus belli if the
States were fully sovereign,'- quoting Texas v. New
Mexico, 462 U. S. 554, 571, n. 18 (1983)); New York v.
New Jersey, 256 U. S. 296, 309 (1921) (-Before this court
can be moved to exercise its extraordinary power under
the Constitution to control the conduct of one State at
the suit of another, the threatened invasion of rights
must be of serious magnitude and it must be established
by clear and convincing evidence-).  Our requirement
that leave be obtained before a complaint may be filed
in an original action, see this Court's Rule 17.3, serves
an important gatekeeping function, and proposed
pleading amendments must be scrutinized closely in the
first instance to see whether they would take the
litigation beyond what we reasonably anticipated when
we granted leave to file the initial pleadings.  See Ohio
v. Kentucky, supra, at 644.
  Accordingly, an understanding of the scope of this
litigation as envisioned under the initial pleadings is the
critical first step in our consideration of the motions to
amend.  We have, in fact, already discussed the breadth
of the current litigation at some length in reviewing the
Special Master's First and Second Interim Reports,
Nebraska II, 507 U. S., at ___-___ (slip op., at 4-7),
where we concluded that this litigation is not restricted
-solely to enforcement of rights determined in the prior
proceedings.-  Id., at ___ (slip op., at 6).  To the con-
trary, we observed that in Paragraph XIII of the decree,
we had retained jurisdiction -to modify the decree to
answer unresolved questions and to accommodate
`change[s] in conditions'-a phrase sufficiently broad to
encompass not only changes in water supply, . . . but
also new development that threatens a party's interests.-
Id., at ___  (slip op., at 5-6), citing Nebraska I, 325
U. S., at 620.  The parties may therefore not only seek
to enforce rights established by the decree, but may also
ask for -a reweighing of equities and an injunction
declaring new rights and responsibilities . . . .-  Id., at
___ (slip op., at 7).  We made it clear, however, that
while -Paragraph XIII perhaps eases a [party's] burden
of establishing, as an initial matter, that a claim [for
modification] is `of that character and dignity which
makes the controversy a justiciable one under our
original jurisdiction,'- ibid., quoting Nebraska I, supra,
at 610, the -[party] still must make a showing of
substantial injury to be entitled to relief.- Ibid.
  We think the Master appreciated these conclusions
about the scope of this litigation when he assessed the
proposed amendments to pleadings to see whether they
sought enforcement of the decree or plausibly alleged a
change in conditions sufficient to justify its modification.
See Third Interim Report 33-36.  The parties, of course,
do not wholly agree with us, as they indicate by their
exceptions, to which we turn.

                           III

                            A
  Wyoming's First Amended Counterclaim alleges that
-Nebraska has circumvented and violated the equitable
apportionment by demanding natural flow water for
diversion by irrigation canals at and above Tri-State
Dam in excess of the beneficial use requirements of the
Nebraska lands entitled to water from those canals
under the Decree . . . .-  Third Interim Report App.
E-4. Wyoming's First Amended Cross-Claim alleges that
the United States -has circumvented and violated the
equitable apportionment, and continues to do so, by
operating the federal reservoirs to deliver natural flow
water for diversion by Nebraska irrigation canals at and
above Tri-State Dam in excess of the beneficial use
requirements of the lands entitled to water from those
canals under the Decree . . . .-  Id., at E-8.  The
Master recommended that we deny leave to inject these
claims into the litigation, concluding that Wyoming's
object is to transform the 1945 apportionment from a
proportionate sharing of the natural flows in the pivotal
reach to a scheme based on the beneficial use require-
ments of the pivotal reach irrigators.  Third Interim
Report 55-64.  Wyoming excepts to the recommendation,
claiming that its amendments do no more than elaborate
on the suggestion made in the counterclaim that we
allowed it to file in 1987, that Nebraska irrigators are
wasting water diverted in the pivotal reach.  But there
is more to the amendments than that, and we agree
with the Master that Wyoming in reality is calling for
a fundamental modification of the settled apportionment
scheme established in 1945, without alleging a change
in conditions that would arguably justify so bold a step.
  In Nebraska II we rejected any notion that our 1945
decision and decree -impose absolute ceilings on diver-
sions by canals taking in the pivotal reach.-  507 U. S.,
at ___ (slip op., at 17).  We found that although the
irrigation requirements of the lands served by the canals
were calculated in the prior proceedings, those calcula-
tions were used to -determin[e] the appropriate appor-
tionment of the pivotal reach, not to impose a cap on
the canals' total diversions, either individually or
cumulatively.-  Ibid.  This was clearly indicated, we
observed, by the fact that -Paragraph V of the decree,
which sets forth the apportionment, makes no mention
of diversion ceilings and expressly states that Nebraska
is free to allocate its share among its canals as it sees
fit.-  Ibid., citing Nebraska, I supra, at 667.
  These conclusions about our 1945 decision and decree
expose the true nature of Wyoming's amended claims.
Simply put, Wyoming seeks to replace a simple appor-
tionment scheme with one in which Nebraska's share
would be capped at the volume of probable beneficial
use, presumably to Wyoming's advantage.  Wyoming
thus seeks nothing less than relitigation of the -main
controversy- of the 1945 litigation, the equitable appor-
tionment of irrigation-season flows in the North Platte's
pivotal reach.  See id., at 637-638.  Under any circum-
stance, we would be profoundly reluctant to revisit such
a central question supposedly resolved 50 years ago, and
there can be no temptation to do so here, in the absence
of any allegation of a change in conditions that might
warrant reexamining the decree's apportionment scheme.
Wyoming's first exception is overruled.

                            B
  Counts I and III of Nebraska's Amended Petition
would have us modify the decree to enjoin proposed
developments by Wyoming on the North Platte's tribu-
taries, see Third Interim Report App. D-4 to D-6, D-9
to D-11, on the theory that these will deplete the tribu-
taries' contributions to the mainstem, and hence upset
-the equitable balance of the North Platte River estab-
lished in the Decree.-  Id., at D-5, D-10.  Wyoming's
second exception takes issue with the Master's stated
intention to consider a broad array of downstream
interests in passing on Nebraska's claims, and to hear
evidence of injury not only to downstream irrigators, but
also to wildlife and wildlife habitat.  Third Interim
Report 14, 17, 19, 26.
  Consideration of this evidence, Wyoming argues, would
run counter to our denial of two earlier motions to
amend filed by Nebraska: its 1988 motion, 485 U. S.
931, by which it expressly sought modification of the
decree to make Wyoming and Colorado share the burden
of providing instream flows necessary to preserve critical
wildlife habitat, and its 1991 motion, see 507 U. S. ___,
in which it sought an apportionment of nonirrigation
season flows.  Wyoming also suggests that allegations of
injury to wildlife are as yet purely speculative and
would be best left to other forums.
  Wyoming's arguments are not persuasive.  To assign
an affirmative obligation to protect wildlife is one thing;
to consider all downstream effects of upstream develop-
ment when assessing threats to equitable apportionment
is quite another.  As we have discussed above, Nebraska
II makes it clear that modification of the decree (as by
enjoining developments on tributaries) will follow only
upon a -balancing of equities,- 507 U. S., at ___ (slip
op., at 6), and that Nebraska will have to make a
showing of -substantial injury- before we will grant it
such relief, id., at ___ (slip op., at 7).  There is no
warrant for placing entire categories of evidence beyond
Nebraska's reach when it attempts to satisfy this
burden, which is far from insignificant.
  Nor does our resistance to Nebraska's efforts to bring
about broad new apportionments (as of nonirrigation
season flows) alter this conclusion.  Here, Nebraska
seeks only to have us enjoin discrete Wyoming develop-
ments.  If Nebraska is to have a fair opportunity to
present its case for our doing so, we do not understand
how we can preclude it from setting forth that evidence
of environmental injury, or consign it to producing that
evidence in some other forum, since this is the only
court in which Nebraska can challenge the Wyoming
projects.  And as for Wyoming's argument that any proof
of environmental injury that Nebraska will present will
be highly speculative, the point is urged prematurely.
Purely speculative harms will not, of course, carry
Nebraska's burden of showing substantial injury, but at
this stage we certainly have no basis for judging
Nebraska's proof, and no justification for denying
Nebraska the chance to prove what it can.

                            C
  Wyoming's third exception is to the Master's recom-
mendation to allow Nebraska to proceed with its
challenge to Wyoming's actions on Horse Creek, a
tributary that flows into the North Platte below the Tri-
State Dam.  In Count I of its Amended Petition, Nebraska
alleges that Wyoming is -presently violating and threat-
ens to violate- Nebraska's equitable apportionment -by
depleting the natural flows of the North Platte River by
such projects as . . . reregulating reservoirs and canal
linings in the . . . Horse Creek Conservancy District.-
Third Interim Report App. D-5.  Nebraska asks for an
injunction against Wyoming's depletions of the creek.
  Wyoming argues that the claim is simply not germane
to this case, since Horse Creek feeds into the North
Platte below the apportioned reach, the downstream
boundary of which is the Tri-State Dam.  It is clear,
however, that the territorial scope of the case extends
downstream of the pivotal reach.  In the 1945 decision
and decree, we held against apportioning that stretch of
river between the Tri-State Dam and Bridgeport,
Nebraska, not because it fell outside the geographic
confines of the case, but because its needed water was
-adequately supplied from return flows and other local
sources.-  Nebraska I, 325 U. S., at 654-655.  In so
concluding, we had evidence that return flows from
Horse Creek provided an average annual contribution of
21,900 acre feet of water to the North Platte during the
irrigation season.  Third Interim Report 42.
  Now Nebraska alleges that Wyoming's actions threaten
serious depletion of these return flows, with consequent
injury to its interests in the region below the Tri-State
Dam.  These allegations describe a change in conditions
sufficient, if proven, to warrant the injunctive relief
sought, and Nebraska is accordingly entitled to proceed
with its claim.  Wyoming's third exception is overruled.


                            D
  In Counts I and III of its Amended Petition, Nebraska
alleges that increased groundwater pumping within
Wyoming threatens substantial depletion of the natural
flow of the river.  This allegation is obviously one of a
change in conditions posing a threat of significant injury,
and Wyoming concedes that -groundwater pumping in
Wyoming can and does in fact deplete surface water
flows in the North Platte River,-  Third Interim Report
38.  In excepting nevertheless to the Master's recommen-
dation that we allow the claim to go forward, Wyoming
raises Nebraska's failure to regulate groundwater
pumping within its own borders, which is said to
preclude Nebraska as a matter of equity from seeking
limitations on pumping within Wyoming.
  We fail to see how the mere fact of unregulated pump-
ing within Nebraska can serve to bar Nebraska's claim.
Nebraska is the downstream state and claims that
Wyoming's pumping hurts it; Wyoming is upstream and
has yet to make a showing that Nebraska's pumping
hurts it or anyone else.  If Wyoming ultimately makes
such a showing, it could well affect the relief to which
Nebraska is entitled, but that is a question for trial, and
does not stop Nebraska from amending its claims at this
stage.
  Wyoming's reliance on two of this Court's prior
original cases is, at best, premature.  Both cases were
decided after trial, see Kansas v. Colorado, 206 U. S. 46,
49, 105 (1907); Missouri v. Illinois, 200 U. S. 496, 518
(1906), and while both recognize that relief on the
merits may turn on the equities, 206 U. S., at 104-105,
113-114; 200 U. S., at 522, the application of that
principle to Nebraska's claim is not, as we have just
stated, obvious at this point.  We accordingly accept the
Master's recommendation, Third Interim Report 41, and
overrule Wyoming's fourth exception.

                           IV
  Wyoming's Fourth Amended Cross-Claim seeks
declaratory and injunctive relief and is aimed against
the United States alone, alleging that federal manage-
ment of reservoirs has contravened state and federal law
as well as contracts governing water supply to individual
users.  Wyoming claims that -the United States has
allocated storage water in a manner which (a) upsets
the equitable balance on which the apportionment of
natural flow was based, (b) results in the allocation of
natural flow contrary to the provisions of the Decree . . .
(c) promotes inefficiency and waste of water contrary to
federal and state law, (d) violates the contract rights of
the North Platte Project Irrigation Districts and violates
the provisions of the Warren Act, 43 U. S. C. 523, . . .
and (e) exceeds the limitations in the contracts under
Warren Act.-  Third Interim Report App. E-11 to E-12.
Wyoming alleges that this mismanagement has made
-water shortages . . . more frequen[t] and . . . more
severe, thereby causing injury to Wyoming and its water
users.-  Id., at E-12.
  The United States and Nebraska except to allowing
Wyoming's cross-claim to proceed, for two reasons.  They
argue, first, that the decree expressly refrained from
apportioning storage water, as distinct from natural
flow, with the consequence that the violations alleged
are not cognizable in an action brought under the
decree.  Second, they maintain that any claim turning
on the United States's failure to comply with individual
contracts for the release of storage water ought to be
relegated to an action brought by individual contract
holders in a federal district court and that, indeed, just
such an action is currently pending in Goshen Irrigation
District v. United States, No. C89-0161-J (D.Wyo., filed
June 23, 1989).
  The Master addressed both objections.  As to the first,
he said that -even though the decree did not apportion
storage water, it was framed based in part on assump-
tions about storage water rights and deliveries,- and
that therefore -Wyoming should have the opportunity to
go forward with her claims that the United States has
violated the law and contracts rights and that such
violations have the effect of undermining Wyoming's
apportionment.-  Third Interim Report 70.  The Master
found the second point -unpersuasive- because -neither
Wyoming nor Nebraska [is a party] to the [Goshen] case
[brought by the individual contracters], and the federal
district court, therefore, does not have jurisdiction to
consider whether any violations that may be proven on
the part of the United States will have the effect of
undermining the 1945 apportionment decree.-  Id., at 71.
We agree with the Master on both counts.
  The availability of storage water and its distribution
under storage contracts was a predicate to the original
apportionment decree.  Our 1945 opinion expressly
recognized the significance of storage water to the lands
irrigated by the pivotal reach, noting that over the prior
decade storage water was on average over half of the
total supply and that over 90 percent of the irrigated
lands had storage rights as well as rights to natural
flow.  Nebraska I, 325 U. S., at 605.  We pointed out
that Nebraska appropriators in the pivotal reach had
-greater storage water rights- than Wyoming appropria-
tors, id., at 645, a fact that helped -tip the scales in
favor of the flat percentage system,- as against a scheme
even more favorable to Nebraska.  Ibid.
  In rejecting Wyoming's original proposal, which was to
combine water from storage and natural flow and
apportion both by volume among the different users, id.,
at 621, we anticipated that the storage supply would -be
left for distribution in accordance with the contracts
which govern it,- id., at 631.  In doing so, we were
clearly aware of the beneficial use limitations that
govern federal contracts for storage water.  Contracts
between the United States and individual water users on
the North Platte, we pointed out, had been made and
were maintained in compliance with 8 of the Reclama-
tion Act of 1902, 32 Stat. 388, 43 U. S. C. 372, 383,
which provided that -`the right to the use of water
acquired under the provisions of this Act shall be
appurtenant to the land irrigated, and beneficial
use shall be the basis, the measure, and the limit of the
right.'-  325 U. S., at 613.  In addition, contracts had
been made under the Warren Act, 36 Stat. 925, 43
U. S. C. 523-525, which granted the Secretary of the
Interior the further power to contract for the storage
and delivery of water available in excess of the require-
ments of any given project managed under the Reclama-
tion Act.  See Nebraska I, supra, at 631, 639-640.
  Under this system, access to water from storage
facilities was only possible by a contract for its use,
Nebraska I, 325 U. S., at 640, and apportionment of
storage water would have disrupted that system.  -If
storage water is not segregated, storage water contrac-
tors in times of shortage of the total supply will be
deprived of the use of a part of the storage supply for
which they pay . . . [and] those who have not contracted
for the storage supply will receive at the expense of
those who have contracted for it a substantial increment
to the natural flow supply which, as we have seen, has
been insufficient to go around.-  Ibid.  Hence, we re-
frained from apportioning stored water and went no
further than capping the total amount of storage in
certain dams to protect senior, downstream rights to
natural flow.  Id., at 630.  But although our refusal in
1945 to apportion storage water was driven by a respect
for the statutory and contractual regime in place at the
time, we surely did not dismiss storage water as
immaterial to the proper allocation of the natural flow
in the pivotal reach.  And while our decree expressly
protected those with rights to storage water, it did so on
the condition that storage water would continue to be
distributed -in accordance with . . . lawful contracts
. . . .-  Id., at 669.  This is the very condition that
Wyoming now seeks to vindicate.
  Wyoming argues that the United States no longer
abides by the governing law in administering the storage
water contracts.  First, it contends that the Government
pays no heed to federal law's beneficial use limitations
on the disposition of storage water but rather -releas[es]
storage water on demand to the canals in the pivotal
reach without regard to how the water is used.-  Brief
of Wyoming in Response to Exceptions of Nebraska and
United States to Third Interim Report 6 (emphasis
omitted) (hereinafter Response Brief).  This liberality
allegedly harms Wyoming contractees whose storage
supply is wasted, as well as junior Wyoming appropria-
tors who are subject to the senior call of the United
States to refill the reservoirs and are consequently
deprived of the natural flow they would otherwise
receive.
  Second, Wyoming claims that federal policy in drought
years encourages contract users to exploit this failure of
the Government to police consumption.  It points out
that in years of insufficient supply, the United States
has calculated each water district's average use of
storage water in prior years, and then allocated to each
district a certain percentage of that average, according
to what the overall supply will bear.  The United States
has then further reduced the allotment of each individu-
al canal within a district by the amount of natural flow
delivered to the canal, with the result that in dry years
water is distributed under -purely a mass [i.e., fixed
volume] allocation that sets a cap on the total diversion
of each individual canal.-  Id., at 8.  Wyoming thus
contends not only that under this system -in a dry year
like 1989 the [United States'] allocation effectively
replaces the Court decreed 75/25 apportionment,- id., at
9, but that the departure from the norm is needlessly
great because the system -encourages individual canals
to divert as much water as possible during `non-alloca-
tion' years in order to maximize their average diversions
which will be the measure of their entitlement in a
subsequent dry year allocation.-  Id., at 8, n. 6.
  If Wyoming were arguing merely that any administra-
tion of storage water that takes account of fluctuations
in the natural flow received by a contractee violates the
decree, we would reject its claim, for we recognized in
1945 that the outstanding Warren Act contracts con-
tained -agree[ments] to deliver water which will, with
all the water to which the land is entitled by appropria-
tion or otherwise, aggregate a stated amount.-  325
U. S., at 631.  Indeed, we set forth an example of just
such a contract in our opinion.  Id., at 631, n. 17.  In
asserting, however, that a predicate to the 1945 decree
was that the United States adhered to beneficial use
limitations in administering storage water contracts, that
it no longer does so, and that this change has caused or
permitted significant injury to Wyoming interests,
Wyoming has said enough to state a serious claim that
ought to be allowed to go forward.
  Although the claim may well require consideration of
individual contracts and compliance with the Reclama-
tion and Warren Acts, it does not follow (as Nebraska
and the United States argue) that Wyoming is asserting
the private contractors' rights proper, or (as the United
States contends) that Wyoming brings suit -`in reality
for the benefit of particular individuals,'- Brief for
United States in Support of Exception 25, quoting
Oklahoma ex rel. Johnson v. Cook, 304 U. S. 387,
393-394 (1938).  Wyoming argues only that the cumula-
tive effect of the United States's failure to adhere to the
law governing the contracts undermines the operation of
the decree, see Response Brief 14-21, and thereby states
a claim arising under the decree itself, one by which it
seeks to vindicate its -`quasi-sovereign' interests which
are `independent of and behind the titles of its citizens,
in all the earth and air within its domain.'-  Oklahoma
v. Cook, supra, at 393, quoting Georgia v. Tennessee
Copper Co., 206 U. S. 230, 237 (1907).
  It is of no moment that some of the contracts could be
made (or are) the subject of litigation between individual
contract holders and the United States in federal district
court.  Wyoming is not a party to any such litigation
and, as counsel for the United States acknowledged at
oral argument, it is uncertain whether the State would
qualify for intervention in the ongoing Goshen litigation
under Federal Rule of Civil Procedure 24.  See Tr. of
Oral Arg. 46.  While the uncertainty of intervention is
beside the point on the dissent's view, which -see[s] no
reason . . . why Wyoming could not institute its own
action against the United States in [district court],- post,
at 5, the dissent nowhere explains how Wyoming would
have standing to bring an action under storage water
contracts to which it is not a party.  As we have just
said, Wyoming's claim derives not from rights under
individual contracts but from the decree, and the decree
can be modified only by this Court.  Putting aside, then,
whether another forum might offer relief that, as a
practical matter, would mitigate the alleged ill effects of
the national government's contract administration, this
is the proper forum for the State's claim, and it makes
sense to entertain the claim in the course of adjudicat-
ing the broader controversy among Wyoming, Nebraska,
and the United States.  Cf. United States v. Nevada, 412
U. S. 534, 537 (1973) (per curiam) (denying motion for
leave to file bill of complaint in part because -[t]here is
now no controversy between the two States with respect
to the . . . [r]iver [in question]-).
  Nor do we fear the specter, raised by the United
States, of intervention by many individual storage
contractors in this proceeding.  Ordinarily, in a suit by
one state against another subject to the original jurisdic-
tion of this Court, each state -must be deemed to
represent all its citizens.-  Kentucky v. Indiana, 281
U. S. 163, 173 (1930).  A state is presumed to speak in
the best interests of those citizens, and requests to
intervene by individual contractees may be treated under
the general rule that an individual's motion for leave to
intervene in this Court will be denied absent a -showing
[of] some compelling interest in his own right, apart
from his interest in a class with all other citizens and
creatures of the state, which interest is not properly
represented by the state.-  New Jersey v. New York, 345
U. S. 369, 373 (1953); cf. Fed. Rule Civ. Proc. 24(a)(2).
We have said on many occasions that water disputes
among states may be resolved by compact or decree
without the participation of individual claimants, who
nonetheless are bound by the result reached through
representation by their respective States.  Nebraska I,
325 U. S., at 627, citing Hinderlider v. La Plata River
& Cherry Creek Ditch Co., 304 U. S. 92, 106-108 (1938);
see also Wyoming v. Colorado, 286 U. S. 494, 508-509
(1932).  As we view the litigation at the current time, it
is unlikely to present occasion for individual storage
contract holders to show that their proprietary interests
are not adequately represented by their state.
  Two caveats are nonetheless in order, despite our
allowance of Wyoming's cross-claim.  Nebraska argues
that Wyoming is using its cross-claim as a back door to
achieving the mass allocation of natural flows sought in
its First Counterclaim and Cross-Claim.  This argument
will be difficult to assess without further development of
the merits, and we can only emphasize at this point that
in allowing Wyoming's Fourth Cross-Claim to go for-
ward, we are not, of course, in any way sanctioning the
very modification of the decree that we have just ruled
out in this proceeding.  Second, the parties should not
take our allowance of the Fourth Cross-Claim as an
opportunity to enquire into every detail of the United
States's administration of storage water contracts.  The
United States's contractual compliance is not, of itself,
an appropriate subject of the Special Master's attention,
which is properly confined to the effects of contract
administration on the operation of the decree.  Contrac-
tual compliance, as such, is the subject of the Goshen
litigation, which we presume will move forward indepen-
dently of this original action.

                            V
  For these reasons, the exceptions to the Special
Master's Third Interim Report are overruled.

                                      It is so ordered.