************************************************************************* 52194 We propose to obtain ASCA observations of three groups of galaxies known to contain a diffuse intra-group medium based on ROSAT PSPC observations. These observations will allow us to address the following questions: 1) What is the typical temperature and metalicity of the intra-group medium in poor groups? 2) What is the origin of the intra- group medium? 3) What are the total masses of poor groups? 4) What are the baryonic fractions in poor groups?. We have selected three groups, which while X-ray bright, are distant enough that they can effectively be studied with the SIS in 2-CCD mode. *************************************************************************