----- Forwarded by Richard B Sanders/HOU/ECT on 11/29/2000 11:13 AM -----

	Mark Palmer@ENRON
	11/29/2000 10:56 AM

		 To: Richard Shapiro/HOU/EES@EES, Steven J Kean/NA/Enron@Enron, Jeff
Dasovich/NA/Enron@Enron, Richard B Sanders/HOU/ECT@ECT, Paul
Kaufman/PDX/ECT@ECT
		 cc:
		 Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today

Here's the suit filed against the generators.  Reporter says our suit will
look the same.

Mark
----- Forwarded by Mark Palmer/Corp/Enron on 11/29/2000 10:53 AM -----

	"Leopold, Jason" <Jason.Leopold@dowjones.com>
	11/29/2000 10:47 AM

		 To: "'Mark.Palmer@enron.com'" <Mark.Palmer@enron.com>
		 cc:
		 Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today

James C. Krause, Esq., SBN 066478
Ralph B. Kalfayan, Esq., SBN 133464
Patrick N. Keegan, Esq., SBN 167698
Stephen W. Poirier, Esq. SBN 200868
KRAUSE & KALFAYAN
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 232-4019

Attorneys for Plaintiff
(Additional Counsel on Signature Page)

 SUPERIOR COURT OF THE STATE OF CALIFORNIA

 FOR THE COUNTY OF SAN DIEGO

PAMELA R. GORDON, on behalf of ) Case No.
herself and all others similarly situated, )
       ) CLASS ACTION
COMPLAINT FOR
) VIOLATIONS OF CALIFORNIA
Plaintiff,  ) BUSINESS AND PROFESSIONS CODE
) oo16720, ET SEQ. AND oo17200 ET SEQ.
vs.     ) ANTITRUST and UNFAIR
BUSINESS
) PRACTICES
RELIANT ENERGY, INC.; SOUTHERN )
COMPANY; NRG ENERGY; DYNEGY,  )
INC.; AES CORPORATION; WILLIAMS )
ENERGY; DUKE ENERGY NORTH )
AMERICA; and  DOES 1 through 100,  )
Inclusive     )
)
Defendants.  )
___________________________________  )

  TABLE OF CONTENTS

I. NATURE OF THE CASE 1

II. VENUE 2

III. PARTIES 2

IV. CLASS ACTION ALLEGATIONS 5

V. COMMON ALLEGATIONS OF FACT 6

A. The California Wholesale Electricity Markets 6

B. Defendants' Improper Acts 8

C. Results of Defendants' Activities 13

FIRST CAUSE OF ACTION 15
Violation of Sections 16720 and 16726 of the California Business and
Professions
Code Trust In Restraint of Trade or Commerce in Violation of the Antitrust
Act
SECOND CAUSE OF ACTION 18
For Violations of the Unfair Trade Practices Act Based Upon Violations of
the
Antitrust Act

THIRD CAUSE OF ACTION 19
For Violations of the Unfair Trade Practices Act Based Upon Defendants'
Unfair Business Acts and Practices

FOURTH CAUSE OF ACTION 20
Violations of the Consumers Legal Remedies Act

VI. PRAYER FOR RELIEF 21

 Plaintiff hereby alleges on information and belief based upon the
investigation made by and through her attorneys, as follows:
 I.
 NATURE OF THE CASE

1. This is a class action seeking redress under the law of California
for defendants' conduct in the market for wholesale electricity.  During the
spring and summer of 2000, a group of electricity generators and traders,
including defendants, exercising market power, unlawfully manipulated the
California wholesale electricity market, resulting in grossly inflated
wholesale electricity prices throughout the state and much of the Western
United States. Defendants accomplished this result by, inter alia,
improperly using confidential real time generator capacity, use, and
maintenance data, and transmission system flow data to "game" the wholesale
electricity market, by withholding electrical generating capacity from the
California Power Exchange's forward markets, by improperly parking power
with affiliates in other states which was later resold in California at
inflated rates, by scheduling previously unplanned plant outages to coincide
with other plants' planned maintenance shutdowns, and by scheduling
transmission flows to cause or exacerbate congestion.
2. The improper use of confidential real time data was in violation of
the California Tariff by which  defendants are authorized to sell wholesale
electricity within California.
3. By engaging in said unfair business practices, defendants have
directly and severely damaged purchasers of electricity supplied through the
California Power Exchange.  As noted in the August 30, 2000 San Diego Union
Tribune:  "The utility bills of all [electric] ratepayers in San Diego are
exorbitant. . . . Rates that were 3 cents per kilowatt hour have risen to 19
cents per kilowatt hour in just three months -- nothing short of
confiscatory rates."
 4. In its November 1, 2000 Order, the Federal Energy Regulatory
Commission ("FERC") expressly found that electricity prices in California
have been maintained at "unjust and unreasonable" levels during the relevant
period, though it determined that it did not have the authority to mandate
refunds or other retroactive relief with respect thereto.  In its November
22, 2000 response to the November 1st FERC order, the California Public
Utilities Commission (CPUC) concluded that due to market manipulation by
wholesale energy producers and traders, customers of electricity supplied
through the California Power Exchange had been overcharged more than $4
billion dollars during the summer of 2000.  In its November 22nd response to
the November 1st FERC order, even the California Independent System Operator
(CAISO) which manages California's transmission system infrastructure, known
as the "power grid", found that the summer 2000 prices resulted from the
exercise of intolerable levels of market power by generators and traders.
 II.
 VENUE

5. Venue is proper because defendants each transact business in the
State of California and because the damages caused by defendants' unlawful
manipulation of the price of wholesale electricity occurred in San Diego
County.
III.
 PARTIES

6. Plaintiff Pamela R. Gordon is an adult resident living in San Diego,
California.  Plaintiff Pamela R. Gordon is a retail electricity customer of
SDG&E, and has been forced to pay rates for electricity during the Class
Period (defined infra) that are unjust and unfair and that have been
artificially inflated by defendants' misconduct.  Moreover, plaintiff Pamela
R. Gordon was born with no lymph nodes in her legs which results in a lack
of circulation.  Exposure to high temperatures will cause plaintiff Pamela
R. Gordon's legs to swell, which can lead to possible severe health
consequences.  As a result of her condition, plaintiff Pamela R. Gordon must
maintain her home at temperatures of not more than 67 degrees at night and
71 degrees during the day.  Plaintiff Pamela R. Gordon is unable to
terminate her electricity service and has been forced to pay unjust and
unfair rates for electricity from SDG&E as a result of defendants'
misconduct.  Specifically, plaintiff Pamela R. Gordon was charged and/or
paid the following rates for electricity by SDG&E during the Class Period:
/ / /
/ / /
/ / /
/ / /

Dates
Total Electric Charges

5-26 to 6-27-00
$180.92

6-27 to 7-27-00
$226.67

7-28 to 8-28-00
$311.84

8-28 to 9-27-00
$143.48

9-27 to 10-26-00
$84.71

7. Plaintiff was charged less for electricity per kWh prior to the
Class Period and the inception of Defendants' wrongful conduct:

Dates
Total Electric Charges

3-29 to 4-27-00
$100.50

8. Defendant Reliant Energy (hereinafter "Reliant") is a Houston, Texas
based public corporation doing business in the state of California as
Reliant Energy Services.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Reliant operates five
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
9. Defendant Southern Company (hereinafter "Southern") is an Atlanta,
Georgia based public corporation doing business in the state of California
as Southern Energy, Inc.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Southern Energy operates six
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
10. Defendant Dynegy, Inc. (hereinafter "Dynegy") is a Houston, Texas
based public corporation doing business in the state of California as Dynegy
Marketing and Trade. It is a generator and trader of wholesale electricity
which is ultimately sold to California consumers, including plaintiff and
the class, and is a WSCC member.  Dynegy operates two electricity generating
power plants in California which supply wholesale electricity to the
California Power Exchange.
 11.  Defendant NRG Energy, Inc. (hereinafter "NRG") is a Minneapolis,
Minnesota based public corporation doing business in the state of California
as NRG, a generator and trader of wholesale electricity which is ultimately
sold to California consumers, including plaintiff and the class.  In
partnership with defendant Dynegy, NRG operates eight electricity generating
plants in California which supply wholesale electricity to the California
Power Exchange.
12. Defendant AES Corporation (hereinafter "AES") is an Arlington,
Virginia based public corporation doing business in the state of California
as AES Pacific Group, a generator and trader of wholesale electricity which
is ultimately sold to California consumers, including plaintiffs and the
class, and a WSCC member.  AES Pacific Group operates four electricity
generating plants in southern California which supply wholesale electricity
to the California Power Exchange.
13. Defendant Williams Energy is a Tulsa, Oklahoma based public
corporation doing business in the state of California as Williams Energy
Marketing and Trading Company, a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiffs and the class, and a WSCC member.  Williams Energy Marketing and
Trading Company operates three electricity generating plants in southern
California which supply wholesale electricity to the California Power
Exchange.
14. Defendant Duke Energy North America (hereinafter "Duke Energy") is a
Houston, Texas based public corporation doing business in the state of
California as Duke Energy Trading and Marketing, LLC, a generator and trader
of wholesale electricity which is ultimately sold to California consumers,
including plaintiffs and the class, and a WSCC member. Duke Energy operates
four electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
 15. Defendants DOES 1 through 100, inclusive, are sued herein under
fictitious names because their true names are unknown to the Plaintiff.
When their true names and capacities are ascertained, Plaintiff will amend
this complaint by substituting their true names and capacities herein.
Plaintiff is informed and believe, and based thereon alleges, that each of
the fictitiously named Defendants is responsible in some manner for the
occurrences herein alleged, and thereby proximately caused injuries and
damages to Plaintiff, as herein alleged.  Further, Plaintiff is informed and
believes, and upon such information and belief alleges, that each of the
Defendants designated by a fictitious name participated in and/or benefited
from the wrongful acts, conduct, and omissions described in this complaint,
and that said acts, conduct, and omissions directly and proximately caused
injury and damages to Plaintiff and the class as alleged below.
 IV.
 CLASS ACTION ALLEGATIONS

16. Plaintiff brings this action pursuant to Section 382 of the Code of
Civil Procedure as a class action on behalf of all electricity customers,
including the retail customers of San Diego Gas & Electric Company (SDG&E),
who purchased electricity supplied through the California Power Exchange
during the period from May 22, 2000 through and including the date of trial
(hereinafter the "Class Period").  All such persons and entities have paid
and/or have been charged prices for electricity that were "unjust and
unreasonable" and that were artificially inflated due to defendants'
exercise of market power, improper use of confidential information,
manipulations, and unlawful actions.  Members of the Class are extremely
numerous and their joinder would be impracticable.  Approximately 1.2
million SDG&E customers are within the class.
17. Common issues of fact and law predominate over individual issues,
including:
-whether defendants committed unfair business practices by sharing
confidential real time data in violation of ISO Tariffs and thereafter
"gamed" the market;

-whether defendants charged "unjust and unreasonable" prices for electricity
during the Class Period or otherwise benefited from said inflated price for
electricity;

-whether defendants exercised "market power" in the California electricity
market during the Class Period;

-whether defendants received improper and excess profits which should be
refunded and paid to members of the Class.

18. Plaintiff's interests are typical of, and not antagonistic to, the
interests of the class.
19. Plaintiff has retained competent counsel experienced in class action
and consumer fraud litigation and intends to vigorously prosecute this
action.
20. A class action is superior to all other methods for the fair and
efficient adjudication of this controversy.  The size of the individual
damages is small in comparison to the complexity and scope of the
defendants' operations and alleged misconduct.  A class action is the only
method whereby plaintiff and the class can efficiently seek redress and
obtain a uniform adjudication of their claims. Plaintiff does not anticipate
any difficulty with the management of this action.
/ / /
  V.
 COMMON ALLEGATIONS OF FACT

A. The California Wholesale Electricity Markets

21. In 1996 California deregulated its electricity industry and required
the State's privately owned utility companies to divest themselves of their
generating plants.  The purpose of deregulation was to introduce competition
into the electricity markets, with the intention of reducing rates for
electrical power.  In fact, however, certain participants in this recently
deregulated industry have, in violation of their operating Tariff, taken
advantage of structural flaws in the system and improperly obtained
confidential competitor information to artificially inflate prices for
electricity, yielding themselves billions of dollars in windfall profits at
the expense of California consumers.
22. As part of the deregulation, several new entities were created to
facilitate the workings of this new market.  California's investor owned
utilities, Pacific Gas & Electric (PG&E), Southern California Edison (SCE),
and San Diego Gas & Electric (SDG&E) (the"Utilities"), now purchase
electricity for their customers from independent generators and traders,
including defendants, through a market known as the California Power
Exchange (PX).  The PX maintains a market for the purchase and sale of
wholesale electricity through a variety of forward contracts and real time
markets.  Under the California deregulatory scheme, the Utilities were,
until just recently, required to purchase power through the PX and
prohibited from independently contracting for power outside this market.
23. The deregulated market also led to the creation of the California
Independent System Operator (CAISO).  The CAISO is an "independent"
non-profit corporation, though its managing board includes representatives
from among the generators and traders, that was created to manage the flow
of electricity and ensure reliability along the long distance, high-voltage
power lines that make up the bulk of California's transmission system.
Approximately 75% of California's electricity is distributed through the
CAISO managed  "power grid".  The CAISO monitors electrical loads (i.e.,
demand) on an on-going basis and ensures that there is an adequate supply of
power to meet that demand.
/ / /
 24. The CAISO accomplishes this by maintaining a Real Time Imbalance
Market (the "Real Time Market").  When the CAISO receives bids from
suppliers that are insufficient to meet the demand for power, it must accept
any bid, which then sets the market-clearing price for that hour. Under the
single price auction system used by the CAISO, all sellers of electricity in
the Real Time Market automatically receive the market clearing price, which
is the (second) highest price paid in the market, even if they were willing
to sell and had in fact bid to sell electricity at lower prices. This
mechanism allows sophisticated market participants, such as defendants, to
game the market by withholding bids in an effort to maximize the clearing
price.
25. The Real Time Market was not designed to handle large transactions,
but merely to provide a mechanism to correct short term imbalances in supply
and demand.  Defendants nonetheless pushed a substantial portion of the
daily wholesale electricity sales into this market by under bidding capacity
to the forward market leaving wholesale customers no alternative place to
obtain the power to satisfy their retail customers' demand.
26. The CAISO also manages the Replacement Reserve Market, which is used
to balance supply and demand of electricity.  Sellers in the Replacement
Reserve Market receive a fixed premium for having available capacity.  If
called upon by the ISO to deliver energy, sellers in the Replacement Reserve
Market also receive the Real Time Market price.  Thus, if generators know
that capacity is short, they have an incentive to withhold supplies from the
spot markets and push as much as possible into the Replacement Reserve
Market.  Access to real time generating information facilitates such
"gaming" of the markets by demonstrating, in real time, available competing
supply.
27. In times of high demand, the CAISO has the authority to purchase
energy from out-of-state sources, as to which there is no operative price
cap.  The CAISO was forced to do so during the Summer of 2000.  California
generators and marketers can export electricity to surrounding markets in
order to create artificial shortages and drive up prices in the California
markets.  They can then resell that electricity to the CAISO at inflated and
uncapped prices.  As the PX Compliance Committee noted in its November 1,
2000 Report ("the PX Compliance Report"):
/ / /
 "During periods of high Out-of-Market purchases, when prices are above the
Real-Time energy price cap, in-state generators have an incentive to export
energy out of California.  Surrounding control areas can effectively park
that energy for resale to the CAISO Out-of-Market calls and return it to the
state."

Id. at p. 44.
28. Notably, the summer of 2000 witnessed an approximately 370% increase
in exports from  the California energy market, despite the very high prices
and short supplies that existed in the State.
  "Market power" is defined by the CAISO as the ability to
significantly influence market prices and cause them to vary from
competitive levels for a material period of time.  Generators and suppliers
(including defendants) can exercise market power by physically or
economically withholding electricity from the market, moving electricity out
of the California markets, and by pricing and bidding their resources in
ways that impede the efficiency of the market.

29. Notably, the California energy market consists of a relatively small
number of firms, some of which control a substantial fraction of the total
generating capacity.  The small number of suppliers facilitates the exercise
of  market power during periods of high demand, even when there is not a
true scarcity of available generating capacity.  In addition, the relatively
inelastic demand for energy further facilitates the exercise of such market
power.
B. Defendants' Improper Acts
30. Prior to May 22, 2000, the CAISO began supplying the Western Systems
Coordinating Council ("WSCC"), an organization consisting of electric
industry participants, including defendants, with real time industry data as
to electricity generating levels, known as metering data, and transmission
system flow data, known as scheduling data, pertaining to individual market
participants. Through the WSCC Internet web site, wholesale electricity
market participants, including defendants herein, were thereby given access
to real time data as to their competitors' actions, although access to such
data was forbidden by the ISO Tariff.  When requested by various
governmental entities, including the California Public Utilities Commission
("CPUC") the WSCC refused access.
/ / /
/ / /
/ / /
 31. CAISO/FERC Tariff section 10.2.6 states in relevant part;
Meter Data supplied by an ISO  metered entity shall be made available by the
ISO to the scheduling coordinator representing such ISO metered entity and
other authorized users identified in its meter services agreement, but shall
not be disclosed to any third party except as otherwise may be required by
law, FERC any local regulatory authority or other provision of this ISO
Tariff.

32. CAISO/FERC Tariff section 20.3.1 states in relevant part:

The ISO shall maintain the confidentiality of all of the documents, data and
information provided to it by any Market Participant that are treated as
confidential or commercially sensitive under Section 20.3.2; provided,
however, that the ISO need not keep confidential: (1) information that is
explicitly subject to data exchange through WEnet pursuant to Section 6 of
this ISO Tariff; (2) information that the ISO or the Market Participant
providing the information is required to disclose pursuant to this ISO
Tariff, or applicable regulatory requirements (provided that the ISO shall
comply with any applicable limits on such disclosure); or (3) information
that becomes available to the public on a non-confidential basis (other than
as a result of the ISO's breach of this ISO Tariff).

33. CAISO/FERC Tariff section 20.3.2 states in relevant part:

The following information provided to the ISO by Scheduling Coordinators
shall be treated by the ISO as confidential:

(a) individual bids for Supplemental Energy;

(b) individual Adjustment Bids for Congestion Management which are not
designated by the scheduling coordinator as available;

(c) individual bids for Ancillary Services;

(d) transactions between Scheduling Coordinators;

(e) individual Generator Outage programs unless a Generator makes a
change to its Generator Outage program which causes Congestion in the short
term (i.e. one month or less), in which case, the ISO may publish the name
of that Generator.

34. CAISO/FERC Tariff section 20.3.2 states in relevant part:

No Market Participant shall have the right hereunder to receive from the ISO
or to review any documents, data or other information of another Market
Participant to the extent such documents, data or information is to be
treated as in accordance with Section 20.3.2; provided, however, a market
Participant may receive and review any composite documents, data, and other
information that may be developed based upon such confidential documents,
data, or information, if the composite document does not disclose such
confidential data or information relating to an individual Market
Participant and provided, however, that the ISO may disclose information as
provided for in its bylaws.

 35. Part of the CAISO Tariff is the ISO Market Monitoring & Information
Protocol (MMIP).  The objective of this Protocol (MMIP) is to set forth the
workplan and rules under which the ISO will monitor the ISO markets to
identify abuses of market power.  The MMIP part of the tariff applies to all
ISO Market Participants, including Defendants.
36. MMIP Section 2.1.1. states in relevant part:
Anomalous market behavior, which is defined as behavior that departs
significantly from the normal behavior in competitive markets that do not
require continuing regulation or as behavior leading to unusual or
unexplained market outcomes.  Evidence of such behavior may be derived from
a number of circumstances, including:

MMIP 2.1.1.1  withholding of generation capacity under circumstances in
which it would normally be offered in a competitive market;

MMIP 2.1.1.2  unexplained or unusual redeclarations of availability by
Generators;

MMIP 2.1.1.3  unusual trades or transactions;

MMIP 2.1.1.4  pricing and bidding patterns that are inconsistent with
prevailing supply and demand conditions, e.g., prices and bids that appear
consistently excessive for or otherwise inconsistent with such conditions;
and

MMIP 2.1.1.5  unusual activity or circumstances relating to imports from or
exports to other markets or exchanges.

The Market Surveillance Unit shall evaluate, on an ongoing basis, whether
the continued or persistent presence of such circumstances indicates the
presence of behavior that is designed to or has the potential to distort the
operation and efficient functioning of a competitive market, e.g., the
strategic withholding and redeclaring of capacity, and whether it indicates
the presence and exercise of market power or of other unacceptable
practices.

37. MMIP Section 2.1.3 states in relevant part:

"Gaming", or taking unfair advantage of the rules and procedures set forth
in the PX or ISO Tariffs, Protocols or Activity Rules, or of transmission
constraints in periods in which exist substantial Congestion, to the
detriment of the efficiency of, and of consumers in, the ISO Markets.
"Gaming" may also include taking undue advantage of other conditions that
may affect the availability of transmission and generation capacity, such as
loop flow, facility outages, level of hydropower output or seasonal limits
on energy imports from out-of-state, or actions or behaviors that may
otherwise render the system and the ISO markets vulnerable to price
manipulation to the detriment of their efficiency.

 38. Market participants used their trade organization, the WSCC, to
share access to and use real time information, notwithstanding the fact that
its publication and use violated the  ISO's operating procedures, as set
forth in tariffs and protocols that were filed with and approved by FERC,
and by adoption made part of the contracts by  which defendants were
authorized to sell electricity to the PX.  Those tariffs and protocols
required that such data be kept confidential to prevent gaming the market
and not be used by market participants to engage in anti-competitive
behavior.
39. It has been reported in the Dow Jones Work. Com Newswire on October
19, 2000, that:
"Electricity generators may have used real-time plant activity reports from
the state's grid operator to their advantage in California's wholesale
electricity market, according to an official with the Western Systems
Coordinating Council.

 * * * * * * *

"At issue is real-time information the California Independent System
Operator provided the Western systems Coordinating Council, a governmental
[sic] organization that monitors electricity reliability in the western
U.S., about power plant activity in the state.

"The real-time information allows market participants . . . to access data
via an internet site that shows how much capacity a plant with more than 200
megawatts has online at any given moment. . . . .

"The information was intended to be used to monitor electric reliability on
the grid . . . .

"Last month, however, the ISO's attorneys alerted the WSCC that the 'data is
being used against them and to game the market,' according to Bill Commish,
director of dispatch with the WSCC.

 * * * * * *

"Commish said generators could use the information to withhold supply and
drive up power prices or to identify transmission congestion in a particular
region and use that to gouge customers.

"However, the ISO, which controls about 75% of the state's power grid and
real-time market, may have violated a FERC rule because it is required to
keep such information confidential for 90 days, an ISO attorney told the
WSCC.

"Beginning Monday, the ISO will no longer provide such information  to the
WSCC or other market participants."

 40. Starting on or about May 22, 2000, Defendants used such real time
data to exercise market power by, among other things, reducing their output,
strategically under-bidding supply to the forward markets, and exporting
electricity from the State in order to drive up the Real Time Market price
and other market prices.  As a direct result of their improper access to and
use of this information, the price of wholesale electricity spiked sharply
upwards on May 22, 2000 and has remained at artificially inflated prices
ever since.  FERC, CPUC, and CAISO Dept. of Market Analysis, have all now
concluded that market participants should be excluded from the CAISO board.
41. As noted in the North County Times on October 19, 2000:
"A case study of San Diego County's two big power plants has concluded that
they held back from full production of electricity in June, even as prices
skyrocketed and California's power manager was scrambling for supplies to
prevent blackouts.

"To the study's author . . . the low production in San Diego county is clear
evidence that the companies that generate and trade electricity in CA were
creating an artificial shortage to drive up prices.

 * * * * * *

McCullough's hour-by-hour analysis of power output for June found that the
Encina plant in Carlsbad generated 44 percent of the megawatt hours that it
could have during periods when prices were higher than the plant's cost of
production.  The South Bay power plant in Chula Vista generated 61 percent
of what would be expected under traditional economic theory.

Economists estimate it costs $45-$55 per megawatt hour to generate
electricity at the plants. The wholesale price in June averaged $120 per
megawatt hour.

A separate analysis conducted by the North County Times revealed "mysterious
cutbacks in Carlsbad during a heady market of sky-high prices."

 * * ** *

"Investigators and market analysts have documented extensive evidence that
electricity traders have waited until prices rose on California's market
this summer before they would commit their power plants to production."

"'We did see evidence of withholding in the bidding,' according to Jim
Detmers, the ISO's operations chief."

 42. In addition, defendants used such real time information about their
competitors to improperly withhold electrical supplies from the forward
markets operated by the PX in order to take advantage of the ISO's need to
balance supply and demand in the spot market and thereby benefit from the
single price auction system by obtaining the highest price paid at any given
period.  In addition, certain defendants sold or parked electricity with
affiliates in other states in order to artificially drive up prices in the
California markets.  They then sold that electricity back into the
California markets at the artificially inflated prices they had created.
These tactics forced buyers in the California wholesale electricity market
to purchase more than 30% of their electricity needs in the inflated Spot
Market, rather than the less than 5% that should be sold in that market. The
Spot Market was solely intended to satisfy last minute fluctuations in the
demand for energy.
C. Results of Defendants' Activities
43. From late May 2000 through the present, defendants' activities have
raised wholesale electricity prices to record levels, well above the rates
that would prevail in a competitive marketplace and disproportionate to the
costs of generating that electricity.  Those prices have resulted in an
approximate tripling of electricity rates in areas served by SDG&E, where
retail rates have been deregulated and represent in large part a pass
through of SDG&E's costs for such power, which it purchases from the
defendant generators and traders through the California Power Exchange.
44. As the Market Surveillance Committee ("MSC") of the CAISO concluded
in its September 6, 2000 Report ("the MSC Report"), during the months of May
and June 2000 revenues from the sale of ISO loads in the California energy
market were 37% and 182%, respectively, above the revenues that would have
been generated under competitive pricing conditions.    MSC Report at p. 2.
The MSC Report unambiguously concluded that market participants exercised a
"significant amount of  market power" in the California energy markets,
beginning as early as October 1999 and increasing dramatically during the
Class Period.  Id. at pp. 4, 15, 17.
45. The average market clearing price in California's wholesale markets
during August of 2000 was $166.24/MWh under moderate load conditions,
compared with $32.31/MWh a year earlier.  While load demand conditions in
California during August 2000 were slightly higher than in August 1999, they
were similar to those during August 1998 when prices were much lower.  Peak
demand in August 2000 was lower than in August of either of the prior two
years, negating representations by industry leaders that excessive demand
caused these price increases.  Indeed, some California electricity producers
were only running at 60% of capacity during the so-called emergency periods.

 46. These price hikes have even been effect during the middle of the
night, when electricity is abundant and demand is low.  Further, prices in
November 2000, when demand for electricity is much lower than during the
summer months, continue to be substantially in excess of the prior years'
levels and in excess of the levels that should prevail in a competitive
marketplace.
47. As a result of defendants' exercise of market power, they
artificially increased prices to record levels and have obtained huge
windfall profits.  As reported in the October 17, 2000 San Diego Union
Tribune,  analyst Anatol Feygin of JP Morgan estimated that electricity
industry profits from California for the 3 months ended September 30, 2000
could reach $6 billion, even after taking into account cost increases.
Feygin stated, "'The industry was literally at eight times the profitability
of last year . . .. that is a fortune.'"
48. Defendant Reliant has reported that its third quarter earnings will
top last year's figure by about $110 million.  Similarly, defendant Dynegy
reported an 83 percent increase in its third quarter 2000 income, as
compared to its third quarter 1999 figures.   Profits from Defendant
Dynegy's wholesale energy generating and trading division quadrupled to
$141.9 million, which represented 80 percent of Dynegy's overall profits.
"This is the most successful quarter in Dynegy's history", reported chairman
and chief executive officer, Charles 'Chuck' Watson.  Other defendants also
obtained large windfall profits during this period.
49. Prior to deregulation, the historical cost to produce a megawatt
hour of electricity in San Diego County was approximately $23-45 per MWh.
During the Summer of 2000, defendants' conduct caused the Real Time Market
price of wholesale electricity to frequently reach $750 per MWh, resulting
in an approximate tripling of SDG&E customers' bills.
50. In its Order issued on November 1, 2000, FERC concluded that
wholesale prices of electricity in California had been at "unjust and
unreasonable" levels during the Summer of 2000. CAISO and CPUC responses to
the November 1st FERC order both concluded that wholesale prices during
Summer 2000 were due to a substantial exercise of market power by generators
and traders.
 51. Plaintiffs and the class were injured by the manipulated and
inflated prices paid for wholesale electricity, including retail customers
of SDG&E since costs were fully passed through to them.  The CPUC's November
22, 2000 report to FERC concluded that the exercise of market power by
wholesale producers resulted in a $4 billion dollar overcharge for the
delivery of electricity to California during the summer of 2000.  Due to the
unlawful conduct alleged above, plaintiffs and the class paid approximately
$4 billion dollars more for electricity than they otherwise would have,
causing great hardship to numerous individuals and businesses. As
Congressman Brian Bilbray stated: "Every day that goes by you've got small
businesses bleeding to death.  People are literally dying financially from
this situation."  Work.com Newswire (10/21/00).
52. The improper sharing and use of real time wholesale electricity
generation and transmission data by defendants to withhold generation by
unplanned outages and to maintain bidding strategies which led to contrived
and artificial shortages, and other manipulative conduct, had the effect of
artificially inflating and maintaining wholesale electricity prices above
competitive prices allowing defendants to reap illegal profits amounting to
billions of dollars, at the expense of plaintiffs and the class.
 FIRST CAUSE OF ACTION
 Violation of Sections 16720 and 16726
 of the California Business and Professions Code
 Trust In Restraint of Trade or Commerce in Violation of the
Antitrust Act
 (Against All Defendants)

53. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
54. The Cartwright Act states, at o16726, that: "Except as provided in
this chapter, every trust is unlawful, against public policy and void."  A
trust is defined at o16720 as follows:
55. "A trust is a combination of capital, skill or acts by two or more
persons for any of the following purposes:
(a) To create or carry out restrictions in trade or commerce.

(b) To limit or reduce the production, or increase the price of
merchandise or of any commodity.

(c) To prevent competition in manufacturing, making, transportation,
sale or purchase of merchandise, produce or any commodity.

(d) To fix at any standard or figure, whereby its price to the public or
consumer shall be in any manner controlled or established, any article or
commodity of merchandise, produce or commerce intended for sale, barter, use
or consumption in this State.

(e) To make or enter into or execute or carry out any contracts,
obligations, or agreements of any kind or description, by which they do all
or any or any combination of the following:

 (1) Bind themselves not to sell, dispose of or transport any article or
any commodity or any article of trade, use, merchandise, commerce or
consumption below a common standard figure, or fixed value.

(2) Agree in any manner to keep the price of such article, commodity or
transportation at a fixed or graduated figure.

(3) Establish or settle the price of any article, commodity or
transportation between them or themselves and others, so as directly or
indirectly to preclude a free and unrestricted competition among themselves,
or any purchasers or consumers in the sale or transportation of any such
article or commodity.

(4) Agree to pool, combine or directly or indirectly unite any interests
that they may have connected with the sale or transportation of any such
article or commodity, that its price might in any manner be affected."

56. Plaintiffs and the Class are empowered by the Cartwright Act o16750
to commence a private action for up to three times their damages and
equitable relief due to the injuries they have suffered and continue to
suffer as a result of defendants' violations of the Antitrust Act.  The
Cartwright Act states:
Any person who is injured in his or her business or property by reason of
anything forbidden or declared unlawful by this chapter, may sue therefore
. . . and to recover three times the damages sustained by him or her,
interest . . . and preliminary or permanent injunctive relief . . . .

57. Plaintiffs and the Class, are "persons" within the meaning of the
Antitrust Act as defined in o16702.
58. Beginning on or about May 22, 2000, the exact date being presently
unknown to Plaintiffs, Defendants embarked on a conspiracy to make available
and use confidential real time industry data as to electrical generating,
power plant capacity, utilization, and outages through the WSCC, an
organization consisting of Defendants, and others, to inflate the market
prices of wholesale electricity, in restraint of trade and commerce in
California. As a result of these efforts, Defendants engaged in acts and
entered into Agreements, which  were intended to and have in fact restrained
trade and commerce in the California Power Exchange and other electricity
markets, in violation of the Antitrust Act, which violations are continuing
to the present day.
 59. The aforesaid acts, contracts, agreements, combinations and
conspiracies in restraint of trade or commerce have consisted of continuing
agreements, undertakings and concert of action among Defendants, the
substantial terms of which were to artificially limit the supply of
electricity to the California markets.  Through these acts and Agreements,
Defendants acted to set, raise and maintain the prices of electricity on the
Real Time Imbalance Market and other markets to wholesale purchasers of
electricity, and, indirectly and ultimately, to California consumers, at
supra-competitive prices.
60. Defendants successfully set, raised and maintained supra-competitive
wholesale prices for electricity beginning on May 22, 2000, to the customers
of the California Power Exchange.
61. Such overcharges were paid by consumers of electricity, such as
Plaintiff and the Class she seeks to represent.
62. Defendants' acts, contracts, agreements, combinations and
conspiracies were intended to restrain and did, in fact, restrain trade and
commerce in California during the Class Period.
63. Defendants' unlawful restraints of trade have had and, unless
enjoined, threaten to continue to have the following anti-competitive
effects, among others:
(a) Prices charged by Defendants for electricity to wholesale
purchasers, and, ultimately, to the customers of SDG&E in California have
been and will continue to be set, raised and maintained at artificially high
and non-competitive levels;

(b) Fair and equitable price competition for the supply of electricity
and retail and wholesale price levels for electricity have been restrained
and adversely affected; and

(c) Plaintiff and other Class members have been deprived of the benefit
of free and open competition in the electricity market in California.

64. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
Defendants' unlawful conduct.
65. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
66. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade violate the Antitrust Act.  Accordingly,
Plaintiff and the Class seek three times their damages caused by Defendants'
violations of the Antitrust Act and a permanent injunction enjoining
Defendants' continuing violations of the Cartwright Act.
/ / /
 SECOND CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Violations of the Antitrust Act
(against all defendants)

67. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
68. The Unfair Trade Practices Act prohibits all unfair competition,
which is defined as "any unlawful, unfair or fraudulent business act or
practice," and includes violations of the Cartwright Act,  oo16700 et seq.
of the B&P Code.
69. As alleged hereinabove, beginning as early as May, 2000, defendants
unlawfully conspired, agreed, arranged and combined to prevent and restrain
competition for the sale of electricity, in violation of oo 16700 et seq.
and oo 17200 et seq. of the B&P Code.
70. Pursuant to B&P Code oo 17200 et seq., Plaintiff brings this action
seeking injunctive relief to enjoin defendants' unfair trade practices and
requiring defendants' disgorgement of all monies obtained by virtue of their
violations of the Cartwright Act as described hereinabove.
71. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
defendants' unlawful conduct.
72. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
73. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade and free and open competition, alleged
herein, violate the Antitrust Act.  Accordingly, Plaintiff and the Class
seek restitution and disgorgement by defendants to the Class of all monies
obtained by defendants' acts of unfair competition with respect to the
contract, conspiracy, combination and trust, and a permanent injunction
enjoining defendants' continuing violations of the Cartwright Act.
/ / /
/ / /
 THIRD CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Defendants' Unfair Business Acts and Practices
In Charging Unjust and Unreasonable Rates
(against all defendants)

74. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
75. Section 17200 et seq. of the California Business & Professions Code
prohibits acts of unfair competition, which include any "unlawful, unfair,
or fraudulent business act or practice and unfair, deceptive, untrue or
misleading advertising".
76. The Defendants consistently engaged in numerous acts of  "unfair
competition", as more fully described above, by inter alia, manipulating the
price of wholesale electricity in the California markets.
77. In addition, pursuant to the Federal Power Act:
"All rates and charges made, demanded, or received by any public utility for
or in connection with the transmission or sale of electric energy subject to
the jurisdiction of the Commission . . . shall be just and reasonable and
any such rate or charge that is not just and reasonable is hereby declared
to be unlawful."

16 U.S.C. Section 824d(a).

78. Defendants are public utilities within the term as used in the
foregoing statute.
79. The FERC has specifically found that the prices defendants charged
for the wholesale electricity they sold in the California markets during the
Class Period were in fact unjust and unreasonable.  The California Public
Utilities Commission has determined that said unjust and unreasonable prices
resulted from the exercise of market power by generators and traders in the
California wholesale electricity market.
80. As a result of the conduct described above, the  defendants
unlawfully acquired money and property from Plaintiff and the Class and have
been and will be unjustly enriched at the expense of Plaintiff and the
members of the Class.  Specifically, defendants have deprived Plaintiff and
the Class of billions of dollars in monies from the sale of electricity at
unjust, excessive, and manipulated prices.
/ / /
 81. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
restoring to them all money wrongfully taken from them and allowing them a
claim in the full amount of all of defendants' ill-gotten gains, so as to
restore any and all monies to Plaintiff and the members of the Class and the
general public, which were acquired and obtained by means of such unfair and
deceptive acts and practices.
82. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
providing appropriate equitable and/or injunctive relief restraining
defendants from charging unjust and unreasonable rates and from manipulating
the electricity markets.
 FOURTH CAUSE OF ACTION
 Violations of the Consumers Legal Remedies Act
 (Against All Defendants)

83. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
84. Such acts and practices by defendants violate the Consumer Legal
Remedies Act, Civil Code Section 1750, et seq.  Defendants' acts warrant
appropriate injunctive and declaratory relief, including an injunction
restraining them from charging unjust and unfair rates or manipulating the
market for electricity.
FIFTH CAUSE OF ACTION
Unconscionability
(Against All Defendants)

85. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
86. Defendants charged rates for wholesale electricity that were
unconscionable given their cost of production, the newly emergent markets
for that product, and the consumers' need for electrical power.
87. Defendants' rates were  inherently  excessive, invalid and
unconscionable, particularly in light of the deceptive and manipulative
practices they used to inflate the market prices and the vital need
consumers and businesses have for electrical power.
/ / /
 88. Defendants' unconscionable prices were passed through to Plaintiff
and the majority of the Class in the retail electricity rates charged by
SDG&E and thereby directly damaged Plaintiff and the Class.
 VI.
 PRAYER FOR RELIEF

WHEREFORE, Plaintiff and the Class pray for judgment against defendants as
follows:
(a) That the Court determine that this action may be maintained as a
class action and direct that reasonable  notice of this action be given to
the members of the Class;
(b) That the combination, contract, arrangement, agreement, conspiracy
and trust alleged herein be adjudged and decreed to be an unreasonable
restraint of trade in violation of Sections 16720 and 16726 of the
California Business and Professions Code;
(c) That damages be granted according to proof, and that Plaintiff and
the Class be awarded treble damages or statutory damages, where applicable,
attorneys' fees, costs and disbursements;
(d) That Plaintiff and the Class be awarded pre- and post-judgment
interest;
(e) That the Court enter appropriate injunctive and other equitable
relief, including the disgorgement of defendants' unlawful profits; and
(f) That Plaintiff and the Class have such other and further relief as
the Court may deem just and proper under the circumstances.
Dated: November 27,  2000     KRAUSE &
KALFAYAN

_______________________________
James C. Krause, Esq.
Ralph B. Kalfayan, Esq.
Patrick N. Keegan, Esq.
Stephen W. Poirier, Esq.
Attorneys for Plaintiff

OF COUNSEL:
David B. Zlotnick, Esq., SBN 195607
Attorney at Law
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 2

-----Original Message-----
From: Mark.Palmer@enron.com [mailto:Mark.Palmer@enron.com]
Sent: Wednesday, November 29, 2000 8:44 AM
To: Leopold, Jason
Subject: Re: FW: ANNOUNCEMENT: Notice of Press Conference today

Got the announcement.  Can you forward the complaint (suit) as an
attachment?

Mark


Dana,

Yes, 4 tickets should be included in the card.

Can you and Rufino take care of sorting and handing out the mail daily?  I
would greatly appreciate it!

Have a great weekend!

N


I don't think I have this information.  Do you?  Lets talk.  Thanks. DF

Eric Benson
02/08/2000 03:42 PM
To: Drew Fossum/ET&S/Enron@Enron, Dorothy McCoppin/FGT/Enron@Enron, Louis
Soldano/ET&S/Enron@Enron
cc: Michael Moran/GPGFIN/Enron@Enron

Subject: RC Reports - Salary Allocations to Work Orders

To: Distribution
From: Eric Benson

In doing some research for Dorothy regarding salaries charged to work orders,
I was advised by Judy Lin and James Weitekamp with accounting, that we need
to provide Judy Lin with a payroll fixed percentage distribution by
employee.  For example:

RC - 0237 Eric Benson .10 Navajo Work Order (work order number)
    .90 salary charged to RC

The report to Judy should be for each employee within your respective RC's.
I have the allocation or percentages for Lou's RC but do not have the
percentages for Drew and Dorothy.  If you like, please provide this
information to me and I will be happy to send the request on to Judy Lin in
accounting who will make all necessary corrections for January and February
payroll.

Eric


Start Date: 4/23/01; HourAhead hour: 19;  HourAhead schedule download failed.
Manual intervention required.


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that was a mistake.  i don't know what i was thinking.  i need to stay home.


Ava, please add the following as the second bullet

		OFO/PRIMARY FIRM REQUIREMENTS

			Can NNG call shippers back to primary firm receipt points?


FYI.

I know it is because I'm new to the game, but I find this stuff interesting.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 07/11/2000 02:55
PM ---------------------------

Fred Mitro@ECT
07/11/2000 02:29 PM
To: Ben Jacoby/HOU/ECT@ECT
cc: Rusty Stevens/Corp/Enron@ENRON, Kay Mann/Corp/Enron@Enron

Subject: Titan Land Development, LLC; Pontiac Letter of Intent

Ben:

Attached is the ComEd Letter of Intent to interconnect at the Pontiac TSS.
Under the guidelines of Appendix K of ComEd's Open Access Transmission
Tarriff, we are required to execute this LOI within 15 days of the date of
receipt (7/7/00) in order to maintain our current position (6/12/00) in the
ComEd queue.  If we execute after 7/22/00, then the date our date in the
ComEd queue becomes the date of execution of the LOI.

Appendix K provides that once the LOI is executed, ComEd shall provide Enron
with an Interconnection Study (IS)  and Project Diagram (PD) within 45 days
(ComEd has the option to extend another 30 days, if needed).  The IS and PD
will provide Enron with a description of the upgrades required and an
estimate of the proposed allocation of the cost to interconnect.  The IS and
PD do not provide Enron with information on transmission availability (ie
ATC), this would be addressed by the Interconnection Feasibility Study
currently in progress by ComEd (I am expecting the results of this IFS in the
next 2-3 weeks).

ComEd informed me in a discussion yesterday afternoon that their current
interpretation of AppendixK provides that if the commercial start date of a
proposed IPP project is delayed, that there is no impact to that proposed
projects' queue position relative to competing projects provided that all
interconnection milestones (LOI, PD, Notice To Proceed, and IA) remain
current.  ComEd further indicated that such a delay would result in a project
with an inferior queue position (i.e. Wizvest) being charged with the
necessary system upgrade costs even though their project would come on line
prior to the project with the superior queue position.  I will request that
this interpretation be confirmed by ComEd in writing to Enron. (This
interpretation obviously has a large value implication for the Torrence site
relative to the Wizvest planned '01 interconnect).

I will review this letter on the plane to Houston this afternoon.  I believe
that it authorizes ComEd to spend up to $100K on engineering related to the
interconnect design.  It also addresses the ordering and payment
responsibilities for long-lead equipment required to facilitate the proposed
interconnection.  Based upon our development budget discussions earlier this
week,  we obviously do not want to incurr long-lead equipment charges prior
to having a clear value proposition in our sights.  I will have
recommendations ready for you on these issues by Wednesday.  I am
simaltaneously forwarding it to Kay Mann for her review so that we will be in
a position to move forward to execution prior to 7/22 if we choose to do so.
From a legal standpoint, this is ComEd's boilerplate LOI.  I believe that we
executed a similar LOI for Wilton Center in early 1999 under Des Plaines
Green Land Development, L.L.C.

Call me if you wish to discuss.

Fred
---------------------- Forwarded by Fred Mitro/HOU/ECT on 07/07/2000 05:43 PM
---------------------------

<Bruce.L.Tanouye@ucm.com> on 07/07/2000 04:20:33 PM
To: fred.mitro@enron.com
cc: Robert.D.Koszyk@ucm.com, Carter.C.Culver@ucm.com
Subject: Titan Land Development, LLC; Pontiac Letter of Intent

Fred,

Thank you for your request to Interconnect new generating facilities per
your request to, Steven T. Naumann, Transmission Services Vice President.
Please execute the Letter of Intent per the attachments to maintain your
place in the queue of Applicants for interconnection.

 <<1XM10!7.7.00.DOC>>  <<LOI attachmwn_7_7_00pontiac.doc>>

Thank You

Bruce L. Tanouye
Com*Ed Transmission Services
Independent Power Production Services
Phone:  708-410-5276
Fax:  708-410-5900
E-Mail:  bruce.l.tanouye@ucm.com

******************************************************************************
***
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information, which is privileged, confidential, or subject to copyright
belonging to the Unicom family of Companies.  This E-mail is intended
solely for the use of the individual or entity to which it is addressed.  If
you are not the intended recipient of this E-mail, you are hereby notified
that any dissemination, distribution, copying, or action taken in relation
to the contents of and attachments to this E-mail is strictly prohibited
and may be unlawful.  If you have received this E-mail in error, please
notify the sender immediately and permanently delete the original and
any copy of this E-mail and any printout.  Thank You.
******************************************************************************
***

 - 1XM10!7.7.00.DOC
 - LOI attachmwn_7_7_00pontiac.doc


Joe Hunter has asked me to draft a form of confirmation reply letter that we
could send to our counterparties in lieu of signing their confirmations.
This form of letter with the appropriate chnages could also be used by those
counterparties that we confirm.  Please let me know if you have any comments
on this form or any concerns about implementing this process.  Thanks.
Carol


here is where we are booked see you there   cindy
---------------------- Forwarded by Cindy Horn/LON/ECT on 10/05/2001 18:13
---------------------------

Teresa J Wood
30/04/2001 15:40
To: Cindy Horn/LON/ECT@ECT, Stacey W White/HOU/ECT@ECT
cc: James New/LON/ECT@ECT

Subject: Oslo hotel and airport transfer details

Hi,

As requested, here are the details of the hotel nearest the Oslo Enron office
- it is a 5 to 7 minute walk away.

Scandic Hotel Sj>lyst
Sj>lyst plass 5
PO box 173, Sk>yen  phone +47 23 15 50 00
0212 Oslo, Norway  Fax: +47 23 15 50 01

The best way to get there from the airport is to use the Airport Express rail
service and to SKOYEN.  It goes every 15 minutes and takes about 20 minutes.
You can get tickets at the airport and everyone speaks English.

Any questions please ask James (as I am on maternity leave from tomorrow).

Thanks,
Teresa


Attached is my letter and here are the some additional terms -

Seller shall provide informal pricing information to Buyer on a regular
basis.  Buyer and Seller can agree to a mechanism to facilitate this
process.  Pricing for various risk management products can be provided at the
request of the customer.

 Customer will not be exposed to daily prices, even during OFO periods

 Seller can provide accounting services to handle all payables for
transportation capacity and therefore provide a consolidated statement for
gas supply and transportation.

Seller is prepared to work with the Buyer to manage any new acquisitions that
take place during the course of any agreement.  However, Seller maintains the
right to reprice the products and services provided under such agreement if
such acquisition materially affects the scope of the original offer.

They selected a three year deal, however, termination language will need to
be negotiated. We will wait for Mike Grigsby to get back to determine some of
that language.  If they terminate with in one or two years, they will be
required to pay the difference in the demand charge for the period we
provided this service and the $.08.

Please let me know what else I can do to help facilitate this process.

Thanks,

Kim


Nettelton Agenda
Premier Home Rentals
476-6677 cell 376-2579
Richard and Kristen Nye
Arrival Day- Sat Feb 9, 2002

4:00 pm - 	Vail Limo 970-949-4900 4ppl Denver to BC- BA2019 - Bruce Kitchen
Check in to 157 Beaver Creek Drive- door will be open for arrival
		Deliver 3 boxes from Premier office to house
Baby's Away's to deliver: Crib w/bumper, high chair, monitor, musical crib gym, toy  bucket.
Deliver lift tickets to house
Deliver groceries and beer to house- list received
Dinner table for 9+ high chair
Make twin beds to king size

7:00 pm - Cuisine Catering to drop Minestrone Soup, cheese & cracker, chip  & salsa, veggie & dip, jalapeno jelly cream cheese & crackers. 926-4986

8:00 pm - Ski Rental Fitting - All Mountain Sports- 845-7329 - Please call once you have arrived to confirm 8pm

Tues Feb. 12, 2002
3:00 pm -pick up at house- Snowmobile Tour- Nova Guides 970-827-4232- 7 people on 6 machines - Tigiwon Tour- must cancel outside 48hrs for refund.  Gratuity is included.

Wed Feb. 13, 2002
6:30 pm -10 ppl Grouse Mountain Grill - 949-0600

Departure Day- Sat Feb. 16, 2002
12:30 pm - p/u Bruce + 3 to return to Denver

Beaver Creek Medical Center
1280 Village Road- Take Dial A Ride
970-949-0800

Take and Bake to be delivered each evening at 7:00 pm by Cuisine Catering 926-4986
*Sunday Feb 10 - Lasagna
* Monday Feb 11 - Roast Chicken
* Tuesday Feb 12 - Chili
* Wednesday Feb 13 - no order
* Thursday Feb 14 - Beef Stroganoff
* Friday Feb 15 - Chicken Curry

Dial A Ride- free chauffer service throughout Beaver Creek  970-949-1938

Vail Taxi- paid transportation for outside Beaver Creek  970-476-TAXI (8299)


---------------------- Forwarded by Joan Quick/HOU/ECT on 01/25/2001 01:50 PM
---------------------------
From: Joan Quick on 01/24/2001 09:31 PM
To: Brian Otis/NA/Enron@Enron, C John Thompson/Corp/Enron@ENRON, Craig A
Fox/HOU/ECT@ECT, Jesus Melendrez/Corp/Enron@Enron, Mark
Castiglione/Corp/Enron@ENRON, Marshall Eubank/HOU/ECT@ECT, Scott
Josey/Corp/Enron@ENRON, Steve Pruett/Corp/Enron@Enron, Teresa G
Bushman/HOU/ECT@ECT, Don Rollins/HOU/ECT@ECT, Phillip Ballard/NA/Enron@Enron,
Tricia Spence/HOU/ECT@ECT
cc: John Grass/Corp/Enron@ENRON, Jill T Zivley/HOU/ECT@ECT, Gary
Bryan/HOU/ECT@ECT, Linda Roberts/NA/Enron@Enron, Jean Mrha/NA/Enron@Enron,
George Weissman/HOU/ECT@ECT, Dayem Khandker/NA/Enron@Enron
Subject: Wellhead Group [Gas]

There has been several discussions this past week as to who does what re the
wellhead book, so I decided to write this out for everyone to understand.

From now on, we will be going to the wellhead group in order to price out all
of our wellhead supply.  Our main contact is John Grass.  John is the person
whom we contact, and it is up to him to bring in someone from origination
[Gary Bryan, Linda Roberts, Jill Zivley] or not, and he is the person who
goes to the structuring group to get us our physical premium or discount.
When it comes time to write up an excess contract or discuss/negotiate the
excess pricing with the producer, our contact is John, and he will coordinate
[with legal and origination] the discussions between ENA and the
producer...of course, Tricia and I will be involved.

joan


See attached, per your request.			Thanks,  tj


---------------------- Forwarded by John Griffith/Corp/Enron on 03/30/2001
01:58 PM ---------------------------

John Griffith
03/30/2001 02:55 PM
To: Jeremy Wong/ENRON@enronXgate
cc:

Subject: RE: Skew Project

I uploaded the skew vols with Margie's table.  She is going to check to see
if it hit the database.  Please mark the book (production) with this info.
Please call me at x.36247 if you have any questions.  Thanks.

John


The Personal Best Award (PBA) program has been renamed Personal Achievement
Award (PAA) program. The following guidelines were reviewed with Stan:

 -Eligibility - managers and above are not eligible to receive PAA awards
 -All awards require Division Head approval
 -The maximum award is $2,000
 -Awards over $2,000 maximum require Chairman approval
 -Award amounts should be based on organizational impact
 -Unspent PAA dollars can not be added to the bonus pool

Your 2000 PAA pool and year-to-date spending are as follows:

 2000 Pool Allocation $20,035
 YTD Spending  $1,500
 Balance  $18,535

A detail report of the awards processed year to date will be sent via
interoffice mail today.

Please carefully review all awards before submitting for payment and
processing.  There are limited reserve pool dollars this year.

Call me if you have any questions.

Ann


---------------------- Forwarded by Scott Neal/HOU/ECT on 06/19/2000 05:05 PM
---------------------------

Barry Steinhart@ENRON
06/07/2000 02:32 PM
To: Jeffrey A Shankman/HOU/ECT@ECT, Scott Neal/HOU/ECT@ECT
cc:
Subject: LNG: FRANCE: PDVSA sees Enron LNG deal soon, seeks gas funds.

FYI

---------------------- Forwarded by Barry Steinhart/Corp/Enron on 06/07/2000
02:30 PM ---------------------------

djcustomclips@djinteractive.com on 06/07/2000 02:55:23 PM
Please respond to nobody@mail1.djnr.com
To: 196816@mailman.enron.com
cc:

Subject: LNG: FRANCE: PDVSA sees Enron LNG deal soon, seeks gas funds.

FRANCE:
PDVSA sees Enron LNG deal soon, seeks gas funds.

06/07/2000
Reuters English News Service
(C) Reuters Limited 2000.

NICE, France, June 7 (Reuters) - Venezuela's state oil company Petroleos de
Venezuela (PDVSA) said on Wednesday it expected to sign a contract with U.S.
energy company Enron by June 30 to construct an LNG plant in Jose with an
annual capacity of two million tonnes.

It has signed an agreement with Royal Dutch Shell , ExxonMobil and Mitsubishi
to begin construction of a four-million-tonne LNG plant in Paria by end of the
year.
"We could sign the contract to start the project (with Enron) by June 30...The
plant should be operational by 2004," Domingo Marsicobetre, chairman of
PDVSA's gas division, told reporters at the world gas congress in Nice.

"The project development agreement was signed with Shell, Exxon and Mitsubishi
last month. In September we will declare the viability of the project and then
create a (separate) Venezuelan LNG company (to run it). The milestone is
December," Marsicobetre said.

The Paria plant was expected to be operational by 2005, he said, adding that
the consortium hoped to explore further oil and gas in the Orinoco delta
platform, south of Trinidad, to add a second and third train to the plant. "In
August a decision will be taken by the shareholders," he said.

PDVSA would supply associated gas to the Jose plant, in which it would also be
a shareholder. The facility aimed to export mainly to the Caribbean and the
United States, he said.

The Paria plant was designed to export LNG to the north-east United States,
Spain and Portugal.

Marsicobetre said PDVSA Gas was seeking between $6 billion and $10 billion in
private investment to develop the production of non-associated gas, its LNG
projects and the Venezuelan gas grid.

Expanding non-associated gas and the gas grid would each absorb 30 percent of
that total sum while the two LNG facilities would need some $2.6 million. The
cost of developing oil and gas production in the delta platform was not
included in that calculation, PDVSA Gas executive Nelson Mava told reporters.

"If we move in a fast track we can have twice that investment," Mava said.

He said Venezuela, the world's seventh largest gas producer with proven
reserves of 146 trillion cubic feet (tcf), was counting on the development of
non-associated gas to meet rising domestic demand.

Venezuelan gas consumption was forecast to more than double by 2009, rising to
4.2 billion cubic feet a day from the current level of 1.8 billion. That meant
the percentage of gas in the fuel mix would rise to 55 percent from 42, Mava
said.

Of the current 142 tcf output, 132 tcf was associated and 14 non-associated.
But there were unexplored reserves of non-associated gas of 6-20 tcf onshore
and 40-60 offshore, he said.

((Gillian Handyside. Paris newsroom tel +33 1 4221 5343, fax +33 1 4236 1072,
gillian.handyside@reuters.com)).

Folder Name: LNG
Relevance Score on Scale of 100: 90

______________________________________________________________________

To review or revise your folder, visit http://www.djinteractive.com or
contact Dow Jones Customer Service by e-mail at custom.news@bis.dowjones.com
or by phone at 800-369-7466. (Outside the U.S. and Canada, call 609-452-1511
or contact your local sales representative.)
______________________________________________________________________

Copyright (c) 2000 Dow Jones & Company, Inc. All Rights Reserved


The report named:
<http://trv.dev.corp.enron.com/linkFromExcel.asp?report_cd=9&report_name
=Consolidated+P/L&category_cd=4&category_name=TEXAS&toc_hide=1&sTV1=4&TV
1Exp=Y&current_efct_date=05/29/2001> Consolidated P/L, published as of
05/29/2001 is now available for viewing on the website.


(See attached file: hpl0727.xls)

 - hpl0727.xls


Thank you for renewing and for the nice compliment.


I now have the deal tickets for N60753.4 & .6.

Thanks,

Errol McLaughlin
---------------------- Forwarded by Errol McLaughlin/Corp/Enron on 02/07/2001
10:55 AM ---------------------------

Errol McLaughlin
02/07/2001 10:53 AM
To: Sharon Smith/AA/Corp/Enron@ENRON
cc: Mark C Austin/AA/Corp/Enron@ENRON

Subject: Open Items and Price Curve Explanation

Sharon,

I have the confirmations on my desk for the deals that you requested, with
the exception of two deals.  Deal N60753.4 and N60753.6 were booked to change
an existing deal (N60753.3) from a financial swap to a physical forward.  We
will have the paperwork on those two deals after lunch -- we're getting them
from the Structuring group.

The NG price curve, outside of the first 36 months, is set based on market
quotes and daily activity, as well as trend calculations and differentials.

I will let you know as soon as I have the confirms for the other two deal.

Thanks,

Errol McLaughlin


---------------------- Forwarded by V Charles Weldon/HOU/ECT on 05/17/2001 05:58 PM ---------------------------
From:	Jay Reitmeyer/ENRON@enronXgate on 05/17/2001 01:05 PM
To:	V Charles Weldon/HOU/ECT@ECT
cc:
Subject:

http://www.ncdc.noaa.gov/onlineprod/drought/xmgr.html


I liked your flag.  I forwarded to a bunch of people and we all have it on our computers here.

That calendar was enough to put me on a diet.  Yuck.

You'll have to forward that home for dad to see.

-----Original Message-----
From: Peters, Carmen [mailto:carmen.peters@nissan-usa.com]
Sent: Wednesday, October 10, 2001 9:54 AM
To: Staab, Theresa
Subject: RE: KrispyKremeCalendar2001

Thanks, that's bad, but funny.

> -----Original Message-----
> From:	Staab, Theresa [SMTP:Theresa.Staab@enron.com]
> Sent:	Wednesday, October 10, 2001 8:54 AM
> To:	Serrano, Walt; Sitter, Scott; Schlecht, Dinah; Fresquez, Rick;
> jbuffing@westerngas.com; tdelelli@westerngas.com; Mendel, Shelly; Adams,
> Jacqueline P.; sscott5@enron.com; Peters, Carmen
> Subject:	FW: KrispyKremeCalendar2001
>
>
>
> -----Original Message-----
> From: Garcia, Felicia (Denver) [mailto:FeliciaGarcia@aec.ca]
> Sent: Wednesday, October 10, 2001 9:50 AM
> To: Felling, Amy; 'mwhitt@enron.com'; 'tstaab@enron.com'; Harrison,
> Tyrell
> Subject: FW: KrispyKremeCalendar2001
>
>
>
>
> -----Original Message-----
> From: Cavalli, Steve (Denver)
> Sent: Wednesday, October 10, 2001 8:17 AM
> To: Tatman, Sue (Denver); Garcia, Felicia (Denver); Morss, Ruth
> Ann(Denver); Butler, Brandy (Denver); Big Red (E-mail); Cheryl and Chuck
> (E-mail); Mahoney (E-mail); Jim Milne (E-mail); Rafa (E-mail)
> Subject: FW: KrispyKremeCalendar2001
>
>
> Now this is what I'm talking about.
>
> -----Original Message-----
> From: Conn, Jeff (Denver)
> Sent: Wednesday, October 10, 2001 8:06 AM
> To: Hewett, Thomas A (Denver); Ingraham, Stephen (Denver); Cavalli,
> Steve (Denver); Mason, Mark (Denver); Burden, Kevin (Denver)
> Subject: FW: KrispyKremeCalendar2001
>
>
>
>
>
> **********************************************************************
> This e-mail is the property of Enron Corp. and/or its relevant affiliate
> and may contain confidential and privileged material for the sole use of
> the intended recipient (s). Any review, use, distribution or disclosure by
> others is strictly prohibited. If you are not the intended recipient (or
> authorized to receive for the recipient), please contact the sender or
> reply to Enron Corp. at enron.messaging.administration@enron.com and
> delete all copies of the message. This e-mail (and any attachments hereto)
> are not intended to be an offer (or an acceptance) and do not create or
> evidence a binding and enforceable contract between Enron Corp. (or any of
> its affiliates) and the intended recipient or any other party, and may not
> be relied on by anyone as the basis of a contract by estoppel or
> otherwise. Thank you.
> ********************************************************************** <<
> File: KrispyKremeCalendar2001.jpg >>


I would like to attend the Cornell Brown Bag.

Thanks,
Robin


Hi Stuart,

I believe the plant manager was going to call someone at SW, to keep the
communication lines open.  I'll be glad to draft a friendly letter to follow
up.

Kay

From: Stuart Zisman@ECT on 05/21/2001 09:35 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Follow up to Westinghouse letter

Kay,

I am not sure what we decided on Friday.  Are we going to send another (more
friendly) letter to the Westinghouse people evidencing a willingness to
discuss the draw issue?  Please let me know at your convenience.

Stuart


Start Date: 1/27/02; HourAhead hour: 3;  HourAhead schedule download failed. Manual intervention required.


we won both games, of course.  i was 3-6 with a double off the fence - and
you missed it!  One guy on our team hit a home run in back-back at bats.

Shanna Husser@ENRON
03/09/2000 07:25 AM
To: Eric Bass/HOU/ECT@ECT
cc:
Subject:

Good morning!!  How was your little games?  Did ya'll win?  Any homeruns
hit?  I was in bed for 9:45 last night- and I am still tired this morning-
what is wrong with me?  Anyhow- hope you have a good day- call me later when
you get a chance.

Shanna


Bill, FYI, I have received a formal request from PGT asking Enron to provide security on their pipeline.  The request is for approx $ 11MM. They are referencing a provision in their tariff  that says that if a co. goes below BBB by S&P, then they have the right to ask for security.

I have discussed this request with them and they assure me we are not being singled out. I told them we will review the letter with credit and management and get back to them prior to the deadline imposed on their request( Nov. 20).

A copy of this request will be on your desk first thing this a.m.

regards, BT


fyi
---------------------- Forwarded by Lloyd Will/HOU/ECT on 04/27/2001 04:35 PM
---------------------------

	From:  Greg Wolfe                           04/27/2001 04:22 PM

To: Jeffrey Miller/NA/Enron@Enron, Smith L Day/HOU/ECT@ECT, Lloyd
Will/HOU/ECT@ECT, Tom May/Corp/Enron@Enron
cc:
Subject: Gen Services Outline

Call with any questions


The timing for bringing in Quinn Emanuel is all wrong. We need to get through
some procedural motions and see where we are before we add a firm.

	Mark E Haedicke
	04/16/2001 04:38 PM

		 To: James Derrick/ENRON@enronXgate@ENRON
		 cc: (bcc: Richard B Sanders/HOU/ECT)
		 Subject: RE: California Litigation Team

Jim:  Good question.  With all that is going on the answer is yes I think.
Mark

	James Derrick/ENRON@enronXgate
	04/12/2001 06:05 PM

		 To: Mark E Haedicke/HOU/ECT@ECT
		 cc:
		 Subject: RE: California Litigation Team

Mark, query whether Bill Urquhart of Quinn Emanuel should be included. Jim

 -----Original Message-----
From:  Elbertson, Janette   On Behalf Of Haedicke, Mark
Sent: Thursday, April 12, 2001 5:46 PM
To: Bradford, William S.; Buy, Rick; mday@gmssr.com; Delainey, David; Derrick
Jr., James; cecklund@llgm.com; gfergus@brobeck.com; Hartsoe, Joe; Leff, Dan;
sbishop@gibbs-bruns.com; Kean, Steven; Kitchen, Louise; jklauberg@llgm.com;
Lavorato, John; Mellencamp, Lisa; Sanders, Richard; Shapiro, Richard; Sharp,
Vicki; Smith, Michael; Steffes, James; Tribolet, Michael; Whalley, Greg;
Williams, Robert; dwatkiss@bracepatt.com
Cc: Chapman, Kay; Schoppe, Tammie; Hillis, Kimberly; Taylor, Liz; Lopez,
Leasa; Harris, Stephanie J; Heathman, Karen K.; Sweet, Twanda; Simmons, Linda
Subject: California Litigation Team

 Starting on Thursday,  April 19, at 2:00 p.m. there will be a weekly
telephone conference for the California litigation team.  The objective will
be to identify key issues and plan a coordinated strategy for all litigation
in California.  The call will last not more than one hour.

 Thus far, the responsibility has been allocated as follows:

1. PG&E Bankruptcy   Lisa Mellencamp and Carl Ecklund (LeBoeuf Lamb Greene &
McRae)

2. Class Actions   Richard Sanders and Robin Gibbs (Gibbs & Bruns)

3. CTC Matters   Bob Williams, Mike Day and Gary Fergus (Brobeck)

4. FERC Matters    Regulatory and Richard Sanders and Dan Watkiss (Bracewell
& Patterson)

5. Government Investigations Regulatory and Richard Sanders

 Richard Sanders and Robin Gibbs will have overall responsibility for
coordination of the litigation.


I don't know of any days yet.

d

 -----Original Message-----
From: 	Jackson, Brandee
Sent:	Monday, October 29, 2001 12:05 PM
To:	Greif, Donna; Kinsey, Lisa; Calcagno, Suzanne; Farmer, Daren J.; Smith, George F.; Superty, Robert
Subject:	FW: Calendar

This is just a reminder.  Please let me know of any time that you will be out of the office for the month of November.

 -----Original Message-----
From: 	Jackson, Brandee
Sent:	Friday, October 19, 2001 12:26 PM
To:	Greif, Donna; Olinger, Kimberly S.; Kinsey, Lisa; Sullivan, Patti; Calcagno, Suzanne; Jaquet, Tammy; Farmer, Daren J.; Smith, George F.; Lamadrid, Victor; Superty, Robert
Cc:	Saldana, Alex
Subject:	Calendar

Hello,

Please let me know any time that you may be out of the office for the months of November
and December.  Please respond by Monday, the 29th.

Thanks,
Brandee Jackson
713-345-4013


Tanya,

Some stability tests were performed on the simulation.
(1) The Window size of the averaging in the simulation was changed from 10 to
20 for NG-PRICE(the biggest book in gas) for effective date June-28 .  As you
can see in the file 28NG-Price_Windowsize, the Component VaR numbers are very
similar.

(2)  To look at a calculational comparison, I looked at the STORAGE-PRC book
(which has no gamma position) for effective date of 27th and (a) calculated
FFVols, and (b)calculated the RiskMetrics VaR (the correlations are very high
across the term structure) and compared to the Component Var code
calculation, and again the two nubers are comparable, given the different
modes of calculation.

Naveen


Carolyn,

Please use NewCo instead of Spawn.  Also, please give them only one business
day to review the final facility agreement.  Also, we need the duplicate
forms for Sunlaw Energy Corporation.

Will we be getting the drafts tonight?

Please call me if you have any questions.

Thanks,

Kay


Those Amish Girls

An Amish woman and her daughter were riding in an old buggy one cold blustery day. The daughter said to her mother, "My hands are freezing cold."

The mother replied, "Put them between your legs. Your body heat will warm them up." So the daughter did and her hands warmed up.

The next day the daughter was riding with her boy friend and he said "My hands are freezing cold." The girl replied, "Put them between my legs.
The warmth of my body will warm them up." So he did and warmed his hands.

The following day the boyfriend was again in the buggy with the daughter.
He said "My nose is cold." The girl replied "Put it between my legs.
The warmth of my body will warm it up." So he did and warmed his nose.

The next day the boyfriend was again driving with the daughter and he said, "My penis is frozen solid."

The following day the daughter was driving in the buggy with her mother, and she says to her mother, "Have you ever heard of a penis?"

Slightly concerned the mother said, "Why, yes. Why do you ask?" The daughter replies "Well they make one hell of a mess when they defrost, don't they?"


Dec. 28, 2000
          Teco Tap  30.000 / Enron ; 120.000 / HPL Gas Daily

          LSP HPL Katy I/C    30.000 / Enron


Attached are the turns of the Wind documents being transmitted to Wind after
today's negotiations. Elizabeth, by separate e-mail I am providing you my
draft legal risk memo and the Desk's draft DASH for your review.  Accounting
is expected to report in tomorrow or Monday regarding the mark-to-market
aspects, and I expect that the remaining known issues will be resolved in
negotiations with Wind tomorrow afternoon, presuming I am released from jury
duty by then. --David

----- Forwarded by David Portz/HOU/ECT on 11/09/2000 09:39 PM -----

	Mike Curry
	11/09/2000 09:23 PM

		 To: Michael Payne/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John
Lamb/EWC/Enron@ENRON, Bob Gates/EWC/Enron@ENRON, Stephen H
Friedlander/EWC/Enron@Enron
		 cc: David Portz/HOU/ECT@ECT, Doug Gilbert-Smith/Corp/Enron@ENRON
		 Subject: Wind PPA and GPSA

It appears we have resolved these documents excepting (1) the number of days
in 1(b) of the GPSA, (2) your review of our agreed concept for new taxes in
the GPSA, (3) the Security Section 7.03 in the PPA regarding Seller's ability
to provide and Enron Corp. guaranty before selldown occurs, and (4) agreement
to a guaranty amount for EPMI to provide in association of the PPA (we have
proposed a $25MM guaranty).

Michael, once you have had a chance to discuss these issues please give me a
call to resolve.

Thanks, - Mike