Lisa J. Mellencamp
Enron North America Corp.
1400 Smith St.
Houston, TX  77002
Tel:  (713) 853-7986
Fax: (713) 646-3393
E-mail:  Lisa.Mellencamp@enron.com
----- Forwarded by Lisa Mellencamp/HOU/ECT on 11/29/2000 08:59 AM -----

	Brad Alford
	11/28/2000 06:06 PM
		 
		 To: W David Duran/HOU/ECT@ECT, Joseph Deffner/HOU/ECT@ECT, Brian 
Kerrigan/HOU/ECT@ECT, Charles Ward/Corp/Enron@ENRON, Lisa 
Mellencamp/HOU/ECT@ECT
		 cc: David Leboe/HOU/ECT@ECT, Chip Schneider/NA/Enron@Enron, Lewis 
Worthy/HOU/ECT@ECT, Christopher Coffman/Corp/Enron@Enron, Kevin 
Liss/Corp/Enron@ENRON, Shirley A Hudler/HOU/ECT@ECT, Stephen H 
Douglas/HOU/ECT@ECT, Robert Eickenroht/Corp/Enron@ENRON, Todd 
Busby/NA/Enron@Enron, John Griffith/Corp/Enron@Enron, William S 
Bradford/HOU/ECT@ECT, Angela Davis/NA/Enron@Enron, bkalford@swbell.net, 
mattcook@velaw.com, dstone@velaw.com, mspradling@velaw.com
		 Subject: 11-28-00 EPG/ECP Transaction Update

We are approaching the final countdown as to signing our definitive agreement 
with El Paso regarding the sale of JEDI II's 51% interest in East Coast Power 
and ENA's $157.9mm of ECP Subordinated Notes.  

The transaction has continued to develop along the lines of my last update of 
11-21-00.  The terms and economics remain essentially as outlined on 
11-21-00.  In summary, the primary form of consideration will be a 
derivative-like commodity agreement or a 'contract for differences'.  This 
contract will be exchanged in full for the SubNotes and the majority of our 
equity interest.  The JEDI II equity interest will also receive a residual 
contingent interest which will become payable in the event of a PPA 
restructuring at the Linden facility.  We are calling the derivative a swap 
but it is more like a receivable.  An El Paso affiliate (guaranteed by El 
Paso as parent) will notionally be paying NYMEX plus approx $0.52 
(escalating) over seven years on a notional volume of 300,000 MMBtu/d and 
receiving NYMEX.  With netting the contract is simply a series of fixed 
quarterly payments over seven years.  No offset rights and no limitations on 
the guarantee - fully a stand alone agreement.  

We are optimistic that we may be able to sign documents as early as Thursday 
night.  This agreement can be terminated at our option in the event that we 
do not receive the necessary internal approvals.  There are only two 
significant external approvals required, a NJ Environmental 
'non-applicability' determination and ECP credit ratings reaffirmation.  
Accordingly we expect at this time to receive the necessary internal and 
external approvals and close by year end.  We expect that a public 
announcement would be appropriate at the time both parties have received all 
necessary internal approvals.

The portion of the commodity contract being exchanged for the SubNotes is 
expected to be offered to Condor to monetize this portion of the contract at 
year end.  Subsequent to Condor's acquisition of its contract, both JEDI II's 
contract and the Condor contract are expected to be monetized in a QSPE 
vehicle later in the first quarter.  

Please call or email with any questions you may have.  Thanks for your 
assistance in these matters.
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