Notice No. 00-338
October 3, 2000

MEMORANDUM

TO: ALL NYMEX AND COMEX MEMBERS

FROM: Neal L. Wolkoff, Executive Vice President

DATE: October 3, 2000

RE: Notice of CFTC Approval of New NYMEX Rule 6.40C: ("Average Price
Calculations by Futures Commission Merchants")

Please be advised that the CFTC has approved new NYMEX Rule 6.40C ("Average
Price Calculations by Futures Commission Merchants"), which is attached and
is now in effect.

New NYMEX Rule 6.40C, which is consistent with a recent CFTC "Advisory,"
permits FCMs, under certain conditions specified in the rule, to use their
own internal, proprietary systems to generate average price ("AP")
calculations when multiple prices are received on an order or series of
orders.  AP calculations are not being provided by the Exchange for NYMEX
Division contracts.

New NYMEX Rule 6.40C is applicable only to NYMEX Division contracts.  A
similar proposal for COMEX Division contracts remains pending with the CFTC.

The conditions specified in NYMEX Rule 6.40C include the following:

1. The customer has requested average price reporting;
2. Each individual trade is submitted to and cleared by the Exchange at the
executed price;
3. The FCM calculates and confirms to its customers a weighted mathematical
average price;
4. The FCM possesses the records to support the calculations and the
allocations to customer accounts and maintains all such records pursuant to
CFTC regulations and further makes such records available for inspection by
affected customers upon request; and
5. The FCM identifies each trade to which an average price is assigned as
having an average price on each confirmation statement and monthly statement
on which the trade is reported to the customer.

If you have any questions, please contact Tom LaSala, Vice President,
Compliance Department, at (212) 299-2897, or Brian Regan, Senior Associate
General Counsel, at (212) 299-2207.
Approved New NYMEX Rule 6.40C

("Average Price Calculations by Futures Commission Merchants")

(Entire rule is new.)

Rule 6.40C Average Price Calculations by Futures Commission Merchants

(A) Eligible Accounts.  An FCM, subject to compliance with the conditions
specified in this rule, may report and/or confirm to customers an average of
multiple execution prices and may use its own proprietary system to make such
average price calculations, regardless of whether the Exchange also provides
a service for average price calculations for the applicable NYMEX Division
contract, provided:

(a) that such prices were obtained as the result of the execution of an order
or series of orders to purchase or sell the same futures and/or the same
option series for the same account or group of accounts; or

(b) that such prices were obtained as the result of the execution of trades
to purchase or sell the same futures and/or the same option series for the
FCM's proprietary account(s), provided further however, that trades for such
a proprietary account are not averaged with trades for any other account.

For purposes of this rule, eligible accounts may include multiple accounts
that are part of a managed account program or other common investment
program.  Eligible accounts may include individual non-discretionary
accounts, except that prices for non-discretionary accounts may not be
averaged with prices for other non-discretionary accounts.  Eligible accounts
also may include individual discretionary accounts consistent with the
provisions of Exchange Rule 6.41.

(B) An  FCM may use its own system to calculate average prices for contracts
executed on the Exchange provided that the following conditions are met for
all such transactions:

1. The customer has requested average price reporting;

2. Each individual trade is submitted to and cleared by the Exchange at the
executed price;

3. The FCM calculates and confirms to its customers a weighted mathematical
average price, as calculated pursuant to the requirements of Section (C)
below;

4. The FCM possesses the records to support the calculations and the
allocations to customer accounts and maintains all such records pursuant to
CFTC regulations and further makes such records available for inspection by
affected customers upon request; and

5. The FCM identifies each trade to which an average price is assigned as
having an average price on each confirmation statement and monthly statement
on which the trade is reported to the customer.

(C) Calculation of Average Price.  The weighted mathematical average price
shall be computed by FCMs by:

(a) multiplying the number of contracts purchased or sold at each execution
price by that price;

(b) adding the results together; and

(c) dividing by the total number of contracts.

For a series of orders, the average price may be computed based on the
average price of each order in that series.

FCMs may confirm to customers either the actual average price or the average
price rounded to the next price increment, provided however, that in
confirming the average price rounded to the next price increment, the FCM
must round the average price up to the next price increment for a buy order
or down to the next price increment for a sell order, and must pay any
residual thus created to the customer, except that any residual amount of
less than one cent may be retained by the FCM.

__________________________________________________
Please click on the link below to indicate you have received this
email.

"http://208.206.41.61/email/email_log.cfm?useremail=tana.jones@enron.com&refdo
c=(00-338)"

Note: If you click on the above line and nothing happens, please copy
the text between the quotes, open your internet browser,
paste it into the web site address and press Return.


In general I have a good understanding of how government works.  This I do
not understand at all.  Unless it has to do with the CDWR setting rates now?
Otherwise, how can the governor enter into a rate settlement?  Do other
parties get a chance to comment on it?  Did this just totally moot our lovely
trip to San Diego?  This is all very wierd.

	Harry Kingerski
	06/19/01 08:45 AM

		 To: Leslie Lawner/NA/Enron@Enron
		 cc:
		 Subject: SEMPRA ENERGY DEAL ANNOUNCED....  FINALLY!

ok, so what does this mean for our case - I guess we have to wait and see the
details
----- Forwarded by Harry Kingerski/NA/Enron on 06/19/2001 08:44 AM -----

	Jeff Dasovich
	Sent by: Jeff Dasovich
	06/18/2001 05:18 PM

		 To: Alan Comnes/PDX/ECT@ECT, Angela Schwarz/HOU/EES@EES, Beverly
Aden/HOU/EES@EES, Bill Votaw/HOU/EES@EES, Brenda Barreda/HOU/EES@EES, Carol
Moffett/HOU/EES@EES, Cathy Corbin/HOU/EES@EES, Chris H Foster/HOU/ECT@ECT,
Christina Liscano/HOU/EES@EES, Craig H Sutter/HOU/EES@EES, Dan
Leff/HOU/EES@EES, Debora Whitehead/HOU/EES@EES, Dennis Benevides/HOU/EES@EES,
Don Black/HOU/EES@EES, Dorothy Youngblood/HOU/ECT@ECT, Douglas
Huth/HOU/EES@EES, Edward Sacks/Corp/Enron@ENRON, Eric Melvin/HOU/EES@EES,
Erika Dupre/HOU/EES@EES, Evan Hughes/HOU/EES@EES, Fran Deltoro/HOU/EES@EES,
Gayle W Muench/HOU/EES@EES, Ginger Dernehl/NA/Enron@ENRON, Gordon
Savage/HOU/EES@EES, Harold G Buchanan/HOU/EES@EES, Harry
Kingerski/NA/Enron@ENRON, Iris Waser/HOU/EES@EES, James D
Steffes/NA/Enron@ENRON, James W Lewis/HOU/EES@EES, James Wright/Western
Region/The Bentley Company@Exchange, Jeff Messina/HOU/EES@EES, Jeremy
Blachman/HOU/EES@EES, Jess Hewitt/HOU/EES@EES, Joe Hartsoe/Corp/Enron@ENRON,
Karen Denne/Corp/Enron@ENRON, Kathy Bass/HOU/EES@EES, Kathy
Dodgen/HOU/EES@EES, Ken Gustafson/HOU/EES@EES, Kevin Hughes/HOU/EES@EES,
Leasa Lopez/HOU/EES@EES, Leticia Botello/HOU/EES@EES, Mark S
Muller/HOU/EES@EES, Marsha Suggs/HOU/EES@EES, Marty Sunde/HOU/EES@EES,
Meredith M Eggleston/HOU/EES@EES, Michael Etringer/HOU/ECT@ECT, Michael
Mann/HOU/EES@EES, Michelle D Cisneros/HOU/ECT@ECT, mpalmer@enron.com, Neil
Bresnan/HOU/EES@EES, Neil Hong/HOU/EES@EES, Paul Kaufman/PDX/ECT@ECT, Paula
Warren/HOU/EES@EES, Richard L Zdunkewicz/HOU/EES@EES, Richard
Leibert/HOU/EES@EES, Richard Shapiro/NA/Enron@ENRON, Rita
Hennessy/NA/Enron@ENRON, Roger Yang/SFO/EES@EES, Rosalinda
Tijerina/HOU/EES@EES, Sandra McCubbin/NA/Enron@ENRON, Sarah
Novosel/Corp/Enron@ENRON, Scott Gahn/HOU/EES@EES, Scott Stoness/HOU/EES@EES,
Sharon Dick/HOU/EES@EES, skean@enron.com, Tanya Leslie/HOU/EES@EES, Tasha
Lair/HOU/EES@EES, Ted Murphy/HOU/ECT@ECT, Terri Greenlee/NA/Enron@ENRON, Tim
Belden/HOU/ECT@ECT, Tony Spruiell/HOU/EES@EES, Vicki Sharp/HOU/EES@EES,
Vladimir Gorny/HOU/ECT@ECT, Wanda Curry/HOU/EES@EES, William S
Bradford/HOU/ECT@ECT, Kathryn Corbally/Corp/Enron@ENRON, Jubran
Whalan/HOU/EES@EES, triley@enron.com, Richard B Sanders/HOU/ECT@ECT, Robert C
Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Greg Wolfe/HOU/ECT@ECT, James
Wright/Western Region/The Bentley Company@Exchange, Dirk vanUlden/Western
Region/The Bentley Company@Exchange, Steve Walker/SFO/EES@EES, Jennifer
Rudolph/HOU/EES@EES, Martin Wenzel/SFO/HOU/EES@EES, Douglas
Condon/SFO/EES@EES, wgang@enron.com, Scott Govenar <sgovenar@govadv.com>,
Hedy Govenar <hgovenar@govadv.com> @ ENRON, jklauber@llgm.com, Mike D
Smith/HOU/EES@EES, John Neslage/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Janel
Guerrero/Corp/Enron@Enron, Eric Letke/DUB/EES@EES, Richard B
Sanders/HOU/ECT@ECT, gfergus@brobeck.com, Michael Tribolet/ENRON@enronXgate,
Robert Frank/NA/Enron@Enron, Richard B Sanders/HOU/ECT@ECT,
gfergus@brobeck.com, Susan J Mara/NA/Enron@ENRON, Chris Holmes/HOU/EES@EES,
David Leboe/Enron@EnronXGate
		 cc:
		 Subject: SEMPRA ENERGY DEAL ANNOUNCED....  FINALLY!

----- Forwarded by Jeff Dasovich/NA/Enron on 06/18/2001 05:18 PM -----

	"McMorrow, Thomas" <TMcMorrow@manatt.com>
	06/18/2001 04:58 PM

		 To: "'Andy Brown (E-mail)'" <ABB@eslawfirm.com>, "'B Brown Andy (E-mail)'"
<andybrwn@earthlink.net>, "'Baker Carolyn (E-mail)'"
<cabaker@duke-energy.com>, "'Bob Escalante (E-mail)'"
<rescalante@riobravo-gm.com>, "'Bob Weisenmiller (E-mail)'"
<rbw@mrwassoc.com>, "'Curtis Kebler (E-mail)'"
<curtis_l_kebler@reliantenergy.com>, "'Dean. Nistetter (E-mail)'"
<Dean.Nistetter@dynegy.com>, "'Douglas Kerner (E-mail)'" <DKK@eslawfirm.com>,
"'Greg Blue (E-mail)'" <gtbl@dynegy.com>, "'Jan Smutny-Jones (E-mail)'"
<smutny@iepa.com>, "'Jeff Dasovich (E-mail)'" <Jeff.Dasovich@enron.com>,
"'Joe Ronan (E-mail)'" <joer@calpine.com>, "'John Larrea (E-mail)'"
<john.g.larrea@williams.com>, "'Julee Malinowski-Ball (E-mail)'"
<jmball@ns.net>, "'Kassandra Gough (E-mail)'" <kgough@calpine.com>, "'kent
Palmerton (E-mail)'" <kent.palmerton@williams.com>, "'Lynn Lednicky
(E-mail)'" <lale@dynegy.com>, "'Marie Moretti (E-mail 2)'"
<mmoretti@mccabeandcompany.net>, "'Marty Wilson (E-mail)'"
<mwilson@pstrategies.com>, "'McNally Ray (E-mail)'"
<rmcnally@mcnallytemple.com>, "''Nam Nguyen' (E-mail)'"
<nam.nguyen@powersrc.com>, "'Norton Kelli (E-mail)'"
<knorton@mcnallytemple.com>, "'Paula Hall-Collins (E-mail)'"
<paula.hall-collins@williams.com>, "'Pigott Jack (E-mail)'"
<jackp@calpine.com>, "'Richard Hyde (E-mail)'" <rwhyde@duke-energy.com>,
"'Roger Pelote (E-mail)'" <roger.pelote@williams.com>, "'Stephanie-Newell
(E-mail)'" <stephanie-newell@reliantenergy.com>, "'Sue Mara (E-mail)'"
<smara@enron.com>, "'Tom Ross (E-mail)'" <tross@mcnallytemple.com>, "'Tom
Williams (E-mail)'" <tcwillia@duke-energy.com>, "'Alex Sugaoka (E-mail)'"
<alex.sugaoka@uaecorp.com>, "'Bill Carlson (E-mail)'"
<william_carlson@wastemanagement.com>, "'Bill Woods (E-mail)'"
<billw@calpine.com>, "'Bob Ellery (E-mail)'" <bellery@spi-ind.com>, "'Bob
Gates (E-mail)'" <bob.gates@enron.com>, "'Cody Carter (E-mail)'"
<cody.carter@williams.com>, "'Curt Hatton (E-mail)'"
<Curt.Hatton@gen.pge.com>, "'David Parquet'" <david.parquet@enron.com>,
"'Dean Gosselin (E-mail)'" <dean_gosselin@fpl.com>, "'Doug Fernley (E-mail)'"
<fernley.doug@epenergy.com>, "'Duane Nelsen (E-mail)'"
<dnelsen@gwfpower.com>, "'Ed Tomeo (E-mail)'" <ed.tomeo@uaecorp.com>,
"'Eileen Koch (E-mail)'" <eileenk@calpine.com>, "'Eric Eisenman (E-mail)'"
<eric.eisenman@gen.pge.com>, "'Frank DeRosa (E-mail)'"
<frank.derosa@gen.pge.com>, "'Frazier Blaylock (E-mail)'"
<frazier_blaylock@ogden-energy.com>, "'Hap Boyd (E-mail)'"
<Hap_Boyd@enron.com>, "'Hawks Jack (E-mail)'" <jack.hawks@gen.pge.com>, "'Jim
Willey (E-mail)'" <elliottsa@earthlink.net>, "'Joe Greco (E-mail)'"
<jgreco@caithnessenergy.com>, "'Jonathan Weisgall (E-mail)'"
<jweisgall@aol.com>, "'Kate Castillo (E-mail)'" <CCastillo@riobravo-gm.com>,
"'Kelly Lloyd (E-mail)'" <kellyl@enxco.com>, "'Ken Hoffman (E-mail)'"
<khoffman@caithnessenergy.com>, "'Kent Fickett (E-mail)'"
<kfickett@usgen.com>, "'Lynn Lednicky (E-mail)'"
<lynn.a.lednicky@dynegy.com>, "'Marty McFadden (E-mail)'"
<marty_mcfadden@ogden-energy.com>, "'Paula Soos'"
<paula_soos@ogden-energy.com>, "'Randy Hickok (E-mail)'"
<rjhickok@duke-energy.com>, "'Rick S. Koebbe (E-mail)'"
<rskoebbe@powerworksinc.com>, "'Rob Lamkin (E-mail)'"
<rllamkin@seiworldwide.com>, "'Ross Ain (E-mail)'" <ain@worldnet.att.net>,
"'Steve Iliff'" <siliff@riobravo-gm.com>, "'Steve Ponder (E-mail)'"
<steve_ponder@fpl.com>, "'Tony Wetzel (E-mail)'" <twetzel@thermoecotek.com>,
"'William Hall (E-mail)'" <wfhall2@duke-energy.com>,
"'trusso@mcnallytemple.com'" <trusso@mcnallytemple.com>,
"'sadlersa@earthlink.net'" <sadlersa@earthlink.net>, "'mstultz@epsa.org'"
<mstultz@epsa.org>, "'rtemple@mcnallytemple.com'"
<rtemple@mcnallytemple.com>, "'tracy.fairchild@edelman.com'"
<tracy.fairchild@edelman.com>, "'megan.beiser@edelman.com'"
<megan.beiser@edelman.com>, "'deborah.fiorito@dynegy.com'"
<deborah.fiorito@dynegy.com>, "'lchurch@epsa.org'" <lchurch@epsa.org>,
"'Katie Kaplan'" <kaplan@iepa.com>, "'tcwillia@duke-energy.com'"
<tcwillia@duke-energy.com>, "'rwhyde@duke-energy.com'"
<rwhyde@duke-energy.com>, "'Suzy.L.Rodriguez@dynegy.com'"
<Suzy.L.Rodriguez@dynegy.com>, "'ppitts@wiredworld1.com'"
<ppitts@wiredworld1.com>, "'mnobili@cal-lobby.com'" <mnobili@cal-lobby.com>,
"'sscsus@aol.com'" <sscsus@aol.com>, "'kvellandi@pstrategies.com'"
<kvellandi@pstrategies.com>, "'Jean Munoz'" <jmunoz@mcnallytemple.com>
		 cc: Energy Practice Group <EnergyPracticeGroup@manatt.com>
		 Subject: SEMPRA ENERGY DEAL ANNOUNCED....  FINALLY!

OFFICE OF THE GOVERNOR
PR01:295
FOR IMMEDIATE RELEASE
06/18/2001
GOVERNOR DAVIS ANNOUNCES AGREEMENT WITH SDG&E, SEMPRA ENERGY
$400-$12,000 Per Customer Balloon Payment Eliminated, No Additional Rate
Increases Required to Pay Off Undercollection
SACRAMENTO
Governor Gray Davis today announced an agreement with San Diego Gas &
Electric and the utility's parent company, Sempra Energy, that will erase a
$747 million balloon payment facing the utility's three million customers.
"The balloon is burst," Governor Davis said. "Under this agreement, the
undercollection is eliminated, without any increase in rates. This is a
massive benefit to the San Diegans, the first Californians to bear the brunt
of our state's energy crisis last summer."
The Memorandum of Understanding (MOU), signed by the Department of Water
Resources for Gov. Davis with Sempra Energy and SDG&E executives while a
group of San Diego ratepayers, and State Senators Steve Peace (D-El Cajon)
and Dede Alpert (D-Coronado) looked on, includes a number of provisions to
eliminate the undercollection that could have cost each customer
approximately $750 (as much as $400 for each residential customer, $1,400
for each small-commercial customer and $12,000 for each medium-sized
commercial customer).
In addition, it would settle several regulatory cases before the California
Public Utilities Commission (PUC), gives the State the opportunity to
purchase 15,780 acres of environmentally-sensitive lands owned by the
company along the Colorado River, and provides below-market power to the
State through December 2010 from the San Onofre nuclear power plant. The
regulatory provisions are subject to PUC approval.
It also calls for the purchase of SDG&E's transmission lines for
approximately $1 billion, or 2.3 times book value. However, the deal is not
contingent on that purchase of SDG&E's transmission network, which includes
170 electric lines exceeding 69 kilovolts in capacity and spans
approximately 1,800 circuit miles from southern Orange County to the Mexican
border. The system also includes about 135 electric substations and
transmission interties with Southern California Edison's system at the San
Onofre Nuclear Generating Station.
"Throughout these long and complex negotiations, Governor Davis and we have
had the mutual objective of reducing the financial impact of California's
crisis on SDG&E's customers and helping the State gain more control over its
energy destiny," said Stephen L. Baum, chairman, president and chief
executive officer of Sempra Energy. "Today's agreement represents a winning
proposition for our customers, the State and our company: it reduces the
future financial burden on our customers, protects the State's economic
future, and creates a clear path for future growth and profitability for our
company. Going forward, we are committed to working with Governor Davis and
the State to implement his recovery plan."
The MOU signed today is the second with California's investor-owned
utilities. An agreement with Southern California Edison is pending approval
before the State Legislature. Unlike the Edison agreement, however, the MOU
with Sempra Energy does not need legislative approval (except for the
acquisition of transmission lines).
"This is an example of the good that can come when parties are responsible
and remain at the bargaining table," Governor Davis said. "This is a
balanced business transaction that benefits ratepayers and provides a stable
environment for the State's third largest utility."
Governor Davis said the MOU will not result in any additional
electric-base-rate increases for SDG&E customers to recover the $750 million
undercollection. Without the MOU, future balloon payments to recover this
sum could have been as much as $750 per customer.
The regulatory balancing account for SDG&E's undercollected power costs had
grown to approximately $750 million since September 2000, when the State
imposed a retail rate cap of 6.5 cents per kilowatt-hour, retroactive to May
2000. California state law AB 265, signed by Governor Davis last year,
provided for SDG&E's recovery of all its prudently incurred power costs, but
delegated responsibility to the PUC for determining the method and timeline
for recovery.
The agreement includes a complex package of elements to eliminate the
balloon payment, such as the settlement of the reasonableness-review case
SDG&E had with the PUC. To settle that case, the utility has agreed to
forego collecting $100 million of the balancing account.
In addition, the agreement notes that:
SDG&E agrees to give back 90 percent of the profits on two long-term power
contracts earned since the energy crisis flared last June. That means SDG&E
will forego collecting another $219 million in the balancing account. (The
California Department of Water Resources will purchase those contracts as of
June 1.);
SDG&E and its sister utility, SoCalGas, will invest at least $3 billion over
six years into capital improvements. In addition, if the State decides not
buy the transmission lines (and
SDG&E builds the Valley Rainbow line) the utility, backed by Sempra Energy,
will put another $500 million into transmission line improvements, subject
to PUC approval). Excluding the transmission system improvements, this is an
increase of $600 million more than the utilities invested in capital
improvements in the previous five years; and
SDG&E will drop all legal claims against the State.
"We know that many of our customers are extremely concerned about the
potential of large balloon payments looming in the future to address our
past undercollections," said Edwin A. Guiles, group president of Sempra
Energy's regulated business units and chairman of SDG&E. "We are pleased
that today's agreement provides the framework to resolve major regulatory
issues to the benefit of our customers. Many challenges remain, but, this
agreement demonstrates that, by working together, we can surmount these
challenges in a way that benefits all the key stakeholders in California's
energy future."
The MOU also calls for the Department of Water Resources (DWR) to continue
to buy power for SDG&E through the agency until certain conditions are met.
DWR has been purchasing power for SDG&E customers since early February.
SDG&E is a regulated utility operating in San Diego and southern Orange
counties. Sempra Energy (NYSE: SRE), based in San Diego, is a Fortune 500
energy services holding company with annualized 2001 revenues of about $13
billion. Through its eight principal subsidiaries - Southern California Gas
Company, San Diego Gas & Electric, Sempra Energy Solutions, Sempra Energy
Trading, Sempra Energy International, Sempra Energy Resources, Sempra
Communications and Sempra Energy Financial - the Sempra Energy companies'
12,000 employees serve more than nine million customers in the United
States, Europe, Canada, Mexico, South America and Asia.


Gerald,

Please find attached our C.A. with Marathon's modifications.  After receiving appropriate legal examination, I would like to turn around this C.A. A.S.A.P. (i.e., today).

Best Regards,

Jean
-----Original Message-----
From: Baillargeon, Paul R. [mailto:PRBaillargeon@MarathonOil.com]
Sent: Tuesday, August 21, 2001 5:44 AM
To: Mrha, Jean
Cc: Madro, Walt J.; Lowden, Steve J.
Subject: RE: Asset Management Outsourcing Arrangement Proposal

Jean,

Thanks for your note. Please find attached the CA with some minor
changes. If acceptable please sign and return two copies for our
signature. Also on a separate note, we have named a manager to pursue
this strategy going forward. I would like to introduce you to Walt Madro
on my return at the end of the week.

Regards

Paul

-----Original Message-----
From: Mrha, Jean [mailto:Jean.Mrha@ENRON.com]
Sent: Monday, August 20, 2001 6:41 PM
To: Baillargeon, Paul R.
Subject: Asset Management Outsourcing Arrangement Proposal
Importance: High

Paul,

As promised last week, please find attached to this correspondence a
draft term sheet which outlines six potential asset management
outsourcing arrangements.  These various proposal structures signify
initial steps representing general commercial concepts to be further
refined by a transaction team.

I know that you are out until Wednesday, but I would be interested in
the status of the Confidentiality Agreement within Marathon's legal
department.

I look forward to hearing from you.

Regards,

Jean

 <<Outsourcing Proposal Structures.doc>>

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create or evidence a binding and enforceable contract between Enron
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FYI. As if we weren't having enough fun with electricity....
Note last paragraph of press release calling on government to "get out of the
way" and "let the private sector solve the problems in the gas market."

Jeff

FOR IMMEDIATE RELEASE   CONTACT: James Fisfis
March 5, 2001        (916) 319-2071

GOP MOVES NATURAL GAS TO FRONT BURNER
Assembly Republicans join together once again to request Davis to call
special session.

(SACRAMENTO) ) Assembly Republicans united Monday in asking Governor Gray
Davis to call a special session of the California legislature to deal with
skyrocketing natural gas prices.

&Families and businesses are reeling every month from extraordinary gas
prices.  Pardon the expression, but the natural gas crisis no longer belongs
on California,s back burner,8 said Assembly Republican leader Bill Campbell
(R ) Villa Park).

Assembly Republicans unanimously signed a letter to Governor Gray Davis
asking for him to convene a special session of the legislature to deal with
California,s skyrocketing natural gas bills.  Republicans delivered the
letter to Davis this morning.

&A special session is both a symbolic and a practical necessity.  It tells
Californians that we care about their skyrocketing gas bills.  It tells
businesses everywhere that California is going to provide for its future
energy needs,8 said Campbell.  &Practically speaking, a special session also
allow us to pass legislation which can take effect immediately.8

Republicans believe the electricity and natural gas crises are inextricably
linked.

&California,s natural gas crisis is completely intertwined with its
electricity crisis,8 said Campbell.  &Any plan to deal with our electricity
crisis must have a natural gas component or Californians are going to pay
unacceptably high prices for both.8

Assembly Republicans believe the natural gas crisis has many fronts, all of
which could be addressed comprehensively by a special session.

&Natural gas issues include pipeline capacity, storage, exploration,
alternative fuels and conservation,8 said Campbell.  &A special session lets
us put together a comprehensive solution.8

&The private sector has the expertise and the capital to deal with these
issues if government would just get out of the way.  Republicans believe that
a legislative solution to the natural gas crisis should leave the resources
and primary decision-making to the private sector,8 said Campbell.

# # #
----- Forwarded by Jeff Dasovich/NA/Enron on 03/05/2001 05:44 PM -----

	Susan J Mara
	03/05/2001 05:14 PM

		 To: Jeff Dasovich/NA/Enron@Enron
		 cc:
		 Subject: Today's Assembly GOP press conference - materials

in case you didn't see this

Sue Mara
Enron Corp.
Tel: (415) 782-7802
Fax:(415) 782-7854
----- Forwarded by Susan J Mara/NA/Enron on 03/05/2001 03:12 PM -----

	"Costigan, Richard" <Richard.Costigan@asm.ca.gov>
	03/05/2001 02:51 PM

		 To:
		 cc:
		 Subject: Today's Assembly GOP press conference - materials

 <<press release.doc>>  <<Natgastps - rep legislation.doc>>  <<Republican
Energy Address.doc>>  <<QA.doc>>  <<DOE powerpoint.ppt>>

Attached are documents that were part of today's Assembly GOP press
conference on the pending natural gas crisis.  If you have any questions,
please call me.

Thanks,

RSC

Richard Costigan, III
Chief of Staff
Office of the Assembly Republican Leader
California State Assembly
(916) 319-2071

 - press release.doc
 - Natgastps - rep legislation.doc
 - Republican Energy Address.doc
 - QA.doc
 - DOE powerpoint.ppt


Please prepare an Annex B per terms of the attached credit worksheet.

thanks
brant


Congratulations.  And count me in.  We're off to the races.

Best,
Jeff

And a very Happy Thanksgiving.

	Sue Nord
	11/21/2000 10:01 AM

		 To: Scott Bolton/Enron Communications@Enron Communications, Tracy
Cooper/Enron Communications@Enron Communications, Ricardo
Charvel/NA/Enron@Enron, Jeff Dasovich/NA/Enron@Enron, Barbara A
Hueter/NA/Enron@Enron, Susan M Landwehr/NA/Enron@Enron,
Donald_Lassere@enron.net, Lara Leibman/NA/Enron@Enron, Mona L
Petrochko/NA/Enron@Enron, Margo Reyna/NA/Enron@Enron, Marchris
Robinson/NA/Enron@Enron, Richard Shapiro/NA/Enron@Enron, Xi_Xi@enron.net,
Linda Robertson/NA/Enron@ENRON
		 cc:
		 Subject: The Answer Is:  To CLEC!

Hello Everyone,

We've gotten word back from Jim Fallon to go forward with obtaining CLEC
licenses.  This brings us to the next set of questions:

Which entity do we license?  EBS or ETI?
If we license ETI as a CLEC, can we transfer EBS' IXC licenses to ETI?
Do we get CLEC licenses in all states, or some strategic subset of states?

I'd like to put together a group to address these questions, working with
legal, tax, and commercial people.  Please let me know if you are interested
in participating in this group.  It most likely will involve a fairly
intensive schedule of meetings in Houston during December.

We should hold off on filing new IXC license applications until we have
resolved the EBS vs. ETI issue.  For states where an EBS IXC license
application currently is pending, let's not be too aggressive in pushing
those applications forward over the next month.  Give me a call if this
creates a problem in any of your states.  Also, Scott, please let everyone
know if there are any fiber-build states where you think the delay would be a
problem.

Feel free to give me a call if you have any questions.

Sue


Well, I personally would like your input, although I'm not clear who will end
up with it.

Kay

	From:  Kathleen Carnahan                           10/10/2000 02:27 PM

To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Re: Option Agreement and Easement

I snooped around and found out that Ann Elizabeth White is the author (I
don't know her, but she is with Barbara Grey's group).  I really think we
should revise portions of it.  Do you want my input?  I am making some
handwritten changes to talk to you about.
K-

To: Kathleen Carnahan/NA/Enron@Enron
cc:

Subject: Option Agreement and Easement

fyi
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/10/2000 02:20
PM ---------------------------

	Enron North America Corp.

	From:  Kay Mann                           10/10/2000 02:19 PM

To: Elizabeth Sager/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT, Barbara N
Gray/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, Sheila Tweed/HOU/ECT@ECT, Bob
Carter/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Ann Elizabeth White/HOU/ECT@ECT
cc:

Subject: Option Agreement and Easement

This was sent to me by one of the developers.  I believe it relates to an
expansion (or new interconnection) of the Caledonia facility.  I don't know
which lawyer has been working on it, so I'm sending it around to see if
anyone claims it. Chris thought that someone from Power Trading may have been
working on it.

Kay

---------------------- Forwarded by Kay Mann/Corp/Enron on 10/10/2000 02:16
PM ---------------------------

	From:  Chris Booth                           10/10/2000 12:48 PM

To: Kay Mann/Corp/Enron@Enron
cc: Kathleen Carnahan/NA/Enron@Enron

Subject: Option Agreement and Easement

Kay,

This is the format for the land options that Robert Shaw of New Century is
using in Caledonia, MS.  Please advise if these documents are appropriate.

Thanks,

Chris
---------------------- Forwarded by Chris Booth/NA/Enron on 10/10/2000 12:42
PM ---------------------------

Mona Harvey <harveym@ncess.com> on 10/10/2000 11:20:08 AM
Please respond to "harveym@ncess.com" <harveym@ncess.com>
To: "Chris Booth (E-mail)" <Chris.Booth@Enron.com>
cc:

Subject: Option Agreement and Easement

Chris,
 Robert Shaw asked me to send these documents to you.

Please call either of us at 713-757-9771 if you need additional information.

Sincerely,
Mona Harvey

 - Easement - Caledonia Project (3-9-00).doc
 - Option to Purchase ROW-Caledonia Project (3-9-00).doc


I spoke with Brian at CES .  He does not show this deal in his records.  I
don't show it in my records either.

Sandra Dial
03/14/2000 11:11 AM
To: Chris Germany/HOU/ECT@ECT
cc: Victor Lamadrid/HOU/ECT@ECT, Robert Allwein/HOU/ECT@ECT
Subject: Re: Columbia Gas of Ohio on CGAS for Jan 00

Yes, I have an invoice. I'll bring to you this p.m (I was out yesterday).

S

Chris Germany
03/13/2000 10:03 AM
To: Sandra Dial/HOU/ECT@ECT
cc: Victor Lamadrid/HOU/ECT@ECT, Robert Allwein/HOU/ECT@ECT
Subject: Re: Columbia Gas of Ohio on CGAS for Jan 00

Do we have an invoice from CGAS of Ohio?  I would like to see it if we do.  I
don't show any record of a deal like this.  I'm going to send an email to my
CES contact to see if he shows anything in his notes about this.
---------------------- Forwarded by Chris Germany/HOU/ECT on 03/13/2000 09:58
AM ---------------------------

Robert Allwein
03/13/2000 08:22 AM
To: Victor Lamadrid/HOU/ECT@ECT
cc: Sandra Dial/HOU/ECT@ECT, Chris Germany/HOU/ECT@ECT
Subject: Re: Columbia Gas of Ohio on CGAS for Jan 00

Sandra, I just have to get with Chris Germany to see if he can confirm this
deal. I will keep you posted. Thanks, Rob

Chris, Deal # 153683, Please take a look at this and see if you can confirm
that this was Buy/Sell or incremental. CES or EES? I have a supply but no
market. Thanks

Victor Lamadrid
03/10/2000 03:21 PM
To: Sandra Dial/HOU/ECT@ECT
cc: Robert Allwein/HOU/ECT@ECT, Chris Germany/HOU/ECT@ECT
Subject: Re: Columbia Gas of Ohio on CGAS for Jan 00

Most likely this is an offset to our term sale to CES on CGAS. Chris prepares
CES invoices.  I don't know if he is aware of this. Most likely, there is an
offsetting sale that is not in or we need to back off an existing path and
replace with this purchase.

Sandra Dial
03/10/2000 01:33 PM
To: Stephanie Sever/HOU/ECT@ECT
cc: Robert Allwein/HOU/ECT@ECT, Mark Feldman/HOU/ECT@ECT, Victor
Lamadrid/HOU/ECT@ECT
Subject: Re: Columbia Gas of Ohio on CGAS for Jan 00

Stephanie,
Can you change the year from 2001 to 2000 on the deal, please.
Columbia Gas of Ohio, sitara #153863, purchase.

Mark, If you happen to have any info on who Enron sold the gas to (since
we're buying from Col Gas of OH), let  Robert know--meanwhile he's checking
with Robin and Chris on his end so he can path it.

Vic--this is only FYI. Robert's taking the lead on finding out the info he
needs to get this pathed in the system.

Thanks all.

Sandra
x5-7213

---------------------- Forwarded by Sandra Dial/HOU/ECT on 03/10/2000 01:25
PM ---------------------------

Robert Allwein
03/10/2000 10:25 AM
To: Sandra Dial/HOU/ECT@ECT
cc:
Subject: Re: Columbia Gas of Ohio on CGAS for Jan 00

The deal ticket has 2001 on it not 2000. Can you find out who they sold the
gas to. Do you need this pathed and tracked and balanced? - Rob

Sandra Dial
03/10/2000 09:54 AM
To: Robert Allwein/HOU/ECT@ECT, Victor Lamadrid/HOU/ECT@ECT
cc:
Subject: Columbia Gas of Ohio on CGAS for Jan 00

Robert/Victor,

Can one of you check into this for me, please (you may also be getting a call
from Mark Feldman from Volume)...

Columbia Gas of Ohio, sitara #153863, flow date 1/21/00, 3,575 mm's. The deal
is in sitara; however, I do not see anything nommed, etc in Unify (like the
deal doesn't exist). Can you check on your end to see if there was some sort
of glitch/error. According to Dick Jenkins, he agrees with the counterparty.
Let me know what you find/fix so I can redraft and pay them. Could it be
booked under another pipe? Call me later. Thanks.

S
x5-7213


want to play liars?


Tana,

I need three NDA's drafted and I would like to see at least one of them
before being sent.

Monterey Designs Systems, Inc.
894 Ross Drive, Suite 100
Sunnyvale, CA 94089-1443
Phone: 408 548 4681
Fax: 408 747 7377
Signer: Bill Alexander
VP Marketing
email:bill@mondes.com

Softknot Corporation
46500 Fremont Blvd, Ste 716
Fremont, California 94538
Signer: Mo Mohaved, CEO & Founder
Phone:510 226 3750
Fax:510 226 2776
email:mmovahed@softknot.com

GreenAsh Corporation
38 Watermill
Sugarland, TX 77479
Signer: Vinh Nguyen, CEO & Founder
Phone 281 989 9823
Fax: 419 831 0787
email:vnguyen@greenash.com

thanks

pf


This notice was just posted by the pipeline you requested.  Early notice of
pipeline constraints can allow you to take advantage of possible gas price
fluctuations as well as arrange for alternative transportation.  You can
change or add to your order by linking to
http://www.capacitycenter.com/memberlogin.htm.  Call 800-883-8227 to speak to
a Product Support Representative.

---Response---
Attached File: KSGSVWF0.TXT
---Response---

 - KSGSVWF0.TXT


Link -->
----- Forwarded by Tana Jones/HOU/ECT on 02/23/2001 09:18 AM -----

	Sara Shackleton
	02/23/2001 09:17 AM

		 To: Tana Jones/HOU/ECT@ECT
		 cc: Theresa T Brogan/HOU/ECT@ECT
		 Subject: Financial Trading Database link

Tana:

Theresa Brogan needs a link to the database.  She works in Gary Hickerson's
group.  Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com


This needs to be "TurboParked" (parties changed, GFinance advised).  Is there
any special deal on payment for the change order?

I'll figure out how to change the signature lines, etc.

Kay

Ben F Jacoby@ECT
01/22/2001 01:38 PM
Sent by: Ben Jacoby@ECT
To: Chris Booth/NA/Enron@Enron, Fred Mitro/HOU/ECT@ECT
cc: Kay Mann/Corp/Enron@Enron

Subject: Blue Dog Change Order

Chris:

Are we already paying GE for the change order? Is GE pushing to have this
resolved? Pending input from Kay, I would like to hold off documenting it
until we deal with the contract assignment and ultimate disposition of the
unit.

Please follow up with Kay.

Thanks,

Ben

---------------------- Forwarded by Ben Jacoby/HOU/ECT on 01/22/2001 11:43 AM
---------------------------

Renee Alfaro@ENRON_DEVELOPMENT
01/22/2001 12:19 PM
To: Chris Booth/NA/Enron@Enron
cc: Ben Jacoby/HOU/ECT@ECT, Matthew Tezyk/ENRON_DEVELOPMENT@Enron_Development
Subject: Blue Dog Change Order

Chris,

On behalf of Matt Tezyk, please find attached below the Blue Dog Change Order
for ENA's signature.  This had fallen through the cracks and Matt said that
you would be handling it for me.  Thank you very much.

Once ENA has signed off on two (2) originals of the Change Order, you may
return them to me at 3AC 712A.  I will then forward them to Jeffrey Darst for
his signature.  Copies of the fully executed change order will be distributed
upon return from GE.

Renee Alfaro
Phone: 713-646-7281
Fax: 713-646-6158
Email: ralfaro@enron.com


(See attached file: HPLN1121.xls)

 - HPLN1121.xls


Sorry for the delay in my reply.  I have a conflict the weekend of the walk
and will be unable to participate, but  please keep me in mind for next year.

Regards,
Debra Perlingiere


The Houston Volunteer Lawyers Program's Free 2001 Family Law Seminar,
scheduled for June 22, has been canceled. The seminar will be rescheduled in
the fall.

Please disregard the announcement in the June Houston Bar Bulletin and watch
future Bulletins for the rescheduled date announcement.


-----Original Message-----
From: 	Oxley, David
Sent:	Monday, January 07, 2002 1:58 PM
To:	Cashion, Tana; Slone, Jeanie
Cc:	Kitchen, Louise; Beck, Sally
Subject:	RE: Bob Hall/Leslie Reeves

I'm happy to take their names off the list, but are we sure this is the right thing to do?

If so should I put any new names in their place?

David
 -----Original Message-----
From: 	Cashion, Tana
Sent:	Monday, January 07, 2002 1:55 PM
To:	Oxley, David; Slone, Jeanie
Subject:	Bob Hall/Leslie Reeves

David/Jeanie -

I just spoke with Bob Hall and he informed me that he and Leslie Reeves have decided to stay with the estate.  Please let me know what is the future plan for these functions and/or who will be the contact for the groups when you know.  Thanks.


The California Litigation weekly conference call scheduled for 2:00 p.m.
today has been cancelled.

Also, please note there will not be a call on Thursday, June 15.

Thank you.

Janette Elbertson
Enron Wholesale Services
Legal Department - EB3326
Telephone:  (713) 853-7906
Fax:  (713) 646-2600
janette.elbertson@enron.com


Attached is the latest list of transactions.  I an McAbeer on my team is availble to work through any edits to the list.  Should you have any questions, please give me a call.

	Enron Energy Services  From:  Mike D Smith                           08/15/2001 03:59 PM

To:	Tim Belden/Enron@EnronXGate, Jeff Richter/Enron@EnronXGate, Lamar Frazier/HOU/EES@EES, Angela Schwarz/HOU/EES@EES, Jeremy Blachman/HOU/EES@EES, Sean A Holmes/HOU/EES@EES, Evan Hughes/HOU/EES@EES, Jeff Dasovich/Enron@EnronXgate, James D Steffes/Enron@EnronXGate
cc:	Vicki Sharp/HOU/EES@EES, Travis McCullough/Enron@EnronXGate
Subject:	CA Contracting

ATTORNEY CLIENT PRIVILEGED COMMUNICATION

Below is the proposed "7/7" and early termination language for the current CA contract push.  Please review and provide me any feedback.  This language is the same as what we used in late June, with the exception that the termination date is 8-27 at 1:00 pm.  One concern I have that we need to work through:  In June our termination date was after the CPUC meeting but before the date we believed DA would end.  Recall that this changed upon the CPUC delay.  Here, it sounds like 8-23 is both the date of the meeting and the date DA could end (in fact, it might even end as of some retroactive date).  Thus, we have some increased risk that a regulator could decide that our contract was not effective before the 23rd because of the termination right.

It is my understanding that we are pricing new CA deals off the master between now and 8-23, with the inclusion of this language.  There is a list of about 10 prospects that Lamar will be circulating later today.

Please send me any comments or questions.  MDS

TERMINATION FOR FAILURE TO OBTAIN DIRECT ACCESS SERVICE:	Notwithstanding anything in the Agreement to the contrary, if, during the first 7 Business Days after this Transaction is effective, (i) we have not received notification from the applicable Utility that a direct access service request submitted by us with respect to any Account has been accepted by the Utility; or (ii) a Change in Law occurs which prevents, or would be reasonably likely to prevent, us from transferring any Account to direct access service, we may terminate this Transaction as to any Account that we are unable to transfer to direct access service.  Such termination will be effective immediately upon written notice to you, and neither Party shall incur any liability to the other Party as result of termination under this provision, including the payment of an Early Termination Payment.  In the case of a termination under this provision, any Account(s) so terminated will be deleted from Schedule 1, and this Transaction will remain in full force and effect for any Account(s) not so terminated. We may elect to extend the 7 Business Day period set forth above for up to an additional 7 Business Days upon written notice to you within such initial 7 Business Day period. Any notice under this provision shall be by facsimile or electronic mail and will be deemed to be received when transmitted.

EESI EARLY TERMINATION:	Notwithstanding anything in the Agreement to the contrary, at any time during the period between the date this Transaction is effective and 1:00 p.m., Central Time, on August 27, 2001, we may terminate this Transaction for any reason by written notice to you.  Such termination will be effective immediately upon such written notice, and neither Party shall incur any liability to the other Party as a result of termination under this provision, including the payment of an Early Termination Payment.  Any notice provided under this provision shall be made by facsimile or electronic mail and shall be deemed received when transmitted.


Our recommended language to his request:

ETS is in the process of evaluating the feedback and system requests from the NNG Winter Operations meeting.  A system enhancement to notify shippers when they have nominated to an alternate receipt or delivery point that is not on their contract is on the list for consideration.  The requirements for this modification are currently being determined, however, the exact method and wording of the message has not been finalized.  It is anticipated that the enhancement will be installed in the first quarter of 2002.

Let me know if you have any questions.

Brad

-----Original Message-----
From: Mercaldo, Vernon
Sent: Friday, September 28, 2001 9:30 AM
To: Blair, Lynn; Holmes, Bradley
Subject: FW: NNG Letter asking for Written Clarifications

-----Original Message-----
From: Greg_Hathaway@dom.com [mailto:Greg_Hathaway@dom.com]
Sent: Tuesday, September 18, 2001 10:09 AM
To: Williams, Jo; Miller, Kent; Mercaldo, Vernon
Cc: Gregg_Tyson@dom.com; Hillary_Dryselius@dom.com;
Jason_J_Lewis@dom.com; Stacy_Lee@dom.com; Mark_Moyer@dom.com;
Brent_Cinnamond@dom.com; MLDotter@aol.com; johnwayneking@aol.com; George
Briden; Duane_K._Duclaux@dom.com; Scot_Hathaway@dom.com;
Guy_Chapman@dom.com
Subject: NNG Letter asking for Written Clarifications

Jo, Kent, Vernon:
Good morning!  Hope all is going well in Omaha and Houston.  As we discussed at
lunch in Kansas City we were going to request some information from you in
writing and to that extent please see the attached file.(See attached file:
Northern Letter asking for clarification.doc)

Greg Hathaway
804.273.4421
Virginia Power Energy Marketing (VPEM)
5000 Dominion Blvd.
Glen Allen, Virginia 23060
Innsbrook 3rd Floor
_______________________________________________________________________________


Please have Mark call me at work today.   My phone # is 713-853-5035.

 -----Original Message-----
From: 	Wendy Donaldson <wendy@evans-automation.com>@ENRON
Sent:	Friday, November 02, 2001 10:44 AM
To:	Presto, Kevin M.
Subject:

Mark has tried  reaching you several times and has not heard from you. He is trying to set up an  appointment with you so please let me know if you receive this  e-mail.

Thank  you,
Wendy

Wendy Donaldson
Evans Automation
Ph 281.488.7474
Fax 281.488.7475


Sally - Your work schedule - and environment - must be truly terrible right now.  Never having been through a merger/buyout, it's hard for me to comprehend the stress everyone must be feeling . . .
I did not get the article from Lori, just the Curfew Exempt form.  I'm sure a pull-out would be fine, if you could coordinate that with Sally Walker for printing and collating.  It doesn't look like Nancy got the download, and Janet couldn't read portions of it (funny how some fonts are not supported by the software), so I'm dropping a hard copy off at Nancy's in the morning when I take the car in to the dealership.  Fortunately, it's on the way!  My computer will be out of commission from Tuesday afternoon until sometime Thursday, so if there are changes it won't arrive in-home until a little later this time . . .
Good luck, and have good week!  Robin


Start Date: 1/27/02; HourAhead hour: 11;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2002012711.txt


We are now scheduled to meet with the gov. tomorrow in LA at 3:00.  I'll let
you know how it goes (if it goes).


Have you sorted through the ENE ISDA masters with Jeff Nogid?  Should I call
him again?  Anyway, it looks like another request is attached.  Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 02/07/2000
10:55 AM ---------------------------

Clement Abrams@ENRON
02/07/2000 10:48 AM
To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: ISDA Master Agreement

Sara,

Per our conversation.
---------------------- Forwarded by Clement Abrams/Corp/Enron on 02/07/2000
10:47 AM ---------------------------

Jeff Nogid@ECT
11/12/99 03:26 PM
To: Clement Abrams/Corp/Enron@Enron
cc:

Subject: ISDA Master Agreement

Clem
Here is another ISDA agreement we'd like to get signed.  How is the SBCM ISDA
going?

Thanks

Jeff
---------------------- Forwarded by Jeff Nogid/HOU/ECT on 11/12/99 03:24 PM
---------------------------

"McNally, Keith" <keith.mcnally@csfp.co.uk> on 11/12/99 02:52:45 PM
To: Jeff Nogid/HOU/ECT@ECT
cc: "Hubbard, Andrew" <andrew.hubbard@csfb.com>
Subject: ISDA Master Agreement

Jeff, at the request of my colleague Andy Hubbard, please find attached for
your perusal a copy of CSFP's draft Schedule to the Agreement.

Once you have had an opportunity to review the draft Schedule please do not
hesitate to contact me either on telephone number (212) 325-3633, facsimile
number (212) 325-8044 or via email at keith.mcnally@csfp.co.uk  with any
questions or comments you may have.

I look forward to hearing from you, at your earliest convenience.

Thanks and regards

>  KEITH MCNALLY       Email:
> keith.mcnally@csfp.co.uk
>  Assistant Vice Presidennt
>  LEGAL DEPARTMENT
>  CREDIT SUISSE  | FINANCIAL PRODUCTS TEL. (212) 325 3633
  Credit Suisse First Boston Corporation  FAX. (212)
325 8044
  11 Madison Avenue, New York, N.Y. 10010

 <<kmsc1.doc>>

This message is for the named person's use only.  It may contain
confidential, proprietary or legally privileged information.  No
confidentiality or privilege is waived or lost by any mistransmission.  If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender.  You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient. CREDIT SUISSE GROUP, CREDIT SUISSE FIRST BOSTON, and each of their
subsidiaries each reserve  the right to monitor all e-mail communications
through its networks.  Any views expressed in this message are those of the
individual sender, except where the message states otherwise and the sender
is authorised to state them to be the views of any such entity.

 - kmsc1.doc


Hi, Sooz

Just returned from the Workman Gallery to pay for the painting--which, by the
way, I really like.  It's so nice to know you like something immediately and
don't have to sneak up on it for another look to make up your mind!  Anyway,
I was asking Wally about her gallery--she's been in business for 20 yrs, and
I'm sure in that time there were some really bad times for her here in
Austin.  I was telling her about you, and she said the woman who owns Sloan
Jordan Gal. in the arboretum is an attorney here in town, and is sure she
must have a business manager to run the place.  (Gail or Gayle something.)
Anyway, she said we should call her and invite her to lunch so you could talk
with her.

K, J & G are coming in Sat. for Karin's haircut.  Always anxious to see
Grayson.

Hope our tickets to "Chorus Line" are good.  I'm really looking forward to
it.  The performance starts at 2:30--a decent hour for you to get here.  We
can go out for drinks and dinner afterward.

Glad your painting turned out well.  Looking forward to seeing what a
difference it makes.  Have a good weekend.    love, mum


Clem:

Per my voice mail,  please respond to the remaining issues raised by ConEd's
lawyer:

(1)  "Guarantor agrees that its obligations are unconditional and will not be
discharged except by complete payment of the amounts payable under the
Contract, [without setoff of the amount payable under the Contract]
irrespective of any claims as to the Contract's validity, regularity or
enforceability or the lack of authority of Enron to execute or deliver the
Contract, or any change or amendment to the Contract (whether or not approved
by or known to Guarantor).'

Response:  the bracketed language is unacceptable.  What about the bolded
language?

(2)  "This Guaranty shall continue to be effective if the Guarantor merges or
consolidates with or into another entity, loses its separate legal identity
or ceases to exist."

Response:  not sure if this will remain effective if a merger occurs and
therefore not binding (e.g., merger without assumption)

(3)  What are you looking for when requiring an "explanation of why such
payment is due" in the demand section (paragraph 2)?  Is it to identify the
type of default suffered by ENA?

Thanks for your response and I'll let you know if this particular guaranty is
still a rush.  SS

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com


Attached please find an updated power credit watchlist dated 11/27/00.
Please direct any comments/questions to the credit hotline, (713) 853-1803

Veronica Gonzalez


i might go.  depends on this week.

 -----Original Message-----
From: 	Landry, Chad
Sent:	Monday, November 05, 2001 1:39 PM
To:	Lenhart, Matthew
Subject:	RE: Daily Dose

we partied. it was a fun time and a great game.  i am surprised that you are not going to make it.  i think it i will be a fun wedding and if you need some place to stay you can crash at my house.

ckl

 -----Original Message-----
From: 	Lenhart, Matthew
Sent:	Monday, November 05, 2001 12:49 PM
To:	Landry, Chad; Blanchard, Timothy
Subject:	RE: Daily Dose

i still need to decide whether or not i am going.  i think this guy is putting an offer on my house and i might need to look for a house.  how was bama?  did you party after we rolled them or was kenny to pissed?

 -----Original Message-----
From: 	Landry, Chad
Sent:	Monday, November 05, 2001 11:45 AM
To:	Blanchard, Timothy; Lenhart, Matthew
Subject:	RE: Daily Dose

what are your plans for this weekend, regarding nickie's wedding?

ckl

 -----Original Message-----
From: 	Blanchard, Timothy
Sent:	Monday, November 05, 2001 7:41 AM
To:	LSU@ENRON
Subject:	Daily Dose

Incredible performance Saturday.  Georgia is now my 2nd favorite team.

http://www.theadvocate.com/sports/story.asp?StoryID=16427
http://www.theadvocate.com/sports/story.asp?StoryID=16430
http://louisianastate.theinsiders.com/2/23364.html


fine

From: Sarah Wesner/ENRON@enronXgate on 01/22/2001 03:17 PM
To: John Arnold/HOU/ECT@ECT
cc:
Subject: Fimat

John - do you mind sharing your Fimat line with the crude traders?  Current
usage is about $6 million.  Also Warren thought that he might be able to
change the variation limit from about $10 million to $6 million.  This change
would allow us to use the line for $14 million for original margin (they have
a good rate.)  Warren is going to call you about it.  Sarah


Please join us on Monday, April 3 at 9:30 a.m. -10:30 a.m. in EB38c1 for a
continental breakfast to welcome our new employees.

 Gloria Cruz
 Carolyn George
 Jim Grace
 Richard Jeffrey
 Matt Maxwell
 Kay Mann
 Marty Penkwitz
 Dina Snow
 John Viverito


Repairs to the internal coating of the demineralized water storage tank have
been completed.  Therefore, I would like to request an outage for the Sand
Hill Energy Center on Friday, October 26 from 7 AM to 4 PM.  The purpose is
to remove temporary piping and restore normal connections to the
Demineralized Water Storage Tank.  This will restore the Demin. water system
to its normal configuration.  We will not be able to operate the units while
this work is in progress.  Your immediate approval of this outage is
requested.

Thanks,
John Wester
Plant Manager
Sand Hill Energy Center


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 01/05/2001
05:19 PM ---------------------------

"Btu" <subs@btu.net> on 01/05/2001 04:29:39 PM
To: "Btu Weekly" <>
cc:
Subject: Btu Weekly

Attached is the latest issue of Btu Weekly.

e-mail: info@Btu.net
phone: 732-758-8222
fax: 732-758-8286

 - wg010801.pdf


In just a few days we have collected $400, that equals $1200 after the Enron match!  We will be accepting donations tomorrow at the picnic and again on Monday.

Please see me if you have any questions regarding the match or charities.

Thank you for your generosity.

Mollie

In an effort to support our fellow citizens during this time of disaster we will be collecting donations for relief efforts in NY, DC and PA.
A designated collection box has been placed by the lobby area.  All donations will be double matched by Enron.

If we all donated what we have would spent on the complimentary lunch today or what we would spend on coffee tomorrow, matched double by Enron, it would really add up.  The money will be sent on Monday, September 24.

The funds will be donated to the following organizations, please pay by cash or check payable to an organization listed below or a relief organization of your choice.  We will take care of the appropriate matching donation forms.

United Way Sept 11th Fund, <http://september11fund.org/>
American Red Cross Disaster Relief, <http://www.redcross.org/>
NY Police and Fire Widows & Children Benefit Fund,  <http://www.nypfwc.org/>


Sounds better.  Please keep me informed as it is key that we know ahead of tome so that we react in time to seize an opportunity (if any).

Remi

Fred Sampaio
05/26/2001 10:51 AM
To:	Remi Collonges/SA/Enron@Enron
cc:	Orlando Gonzalez/SA/Enron@Enron, Joe Kishkill/SA/Enron@Enron, sergio.assad@enron.com, britaldo.soares@enron.com, Brett R Wiggs/SA/Enron@Enron, Joao.Carlos.Albuquerque@enron.com, John Novak/SA/Enron@Enron, Jose Bestard/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Miguel Padron/NA/Enron@Enron, John J Lavorato/Enron@EnronXGate, Luis Henriques/SA/Enron@Enron, Luiz Maurer/SA/Enron@Enron, David M Rosenberg/SA/Enron@Enron, Idel Metzger/SA/Enron@Enron
Subject:	Re: mae measures

Remi

Things are changing.
This issue is still under discussion and the new proposed measures allow consumers to sell to generators, distributors and traders.
If this happens, their price is going to raise to MAE price (or close to). The main issue now is "Is MAE goig to start settling?".
I'll keep informing you guys.

Fred

Remi Collonges
25/05/2001 10:19
To:	Orlando Gonzalez/SA/Enron@Enron
cc:	Joe Kishkill/SA/Enron@Enron, sergio.assad@enron.com, britaldo.soares@enron.com, Brett R Wiggs/SA/Enron@Enron, Joao.Carlos.Albuquerque@enron.com, John Novak/SA/Enron@Enron, Jose Bestard/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Miguel Padron/NA/Enron@Enron, John J Lavorato/Enron@EnronXGate, Fred Sampaio/SA/Enron@Enron, Luis Henriques/SA/Enron@Enron, Luiz Maurer/SA/Enron@Enron, David M Rosenberg/SA/Enron@Enron

Subject:	Re: mae measures

That's one of the topics I wanted to address PRIORITARILY this afternoon.  According to Luis Otavio and Fred, customers A (alta tens?o, and demand greater than 2.5MW) will ONLY be allowed to sell "excess power" not consumed (capped at their "cota" or "meta" or quota) to OTHERS CONSUMERS, but not to MARKETERS.  The reason for this is that ANEEL/Parente don't want to "flood" MAE with positions to settle (the argument is, if MAE cannot manage 67 counterparties, they won't be able to manage several hundreds).  But it's crazy: all unbalanced (net) positions will be settled in spot market: if marketers are not allowed to act as intermediaries, there will be hundreds of net, bilateral positions to settle (and it WILL flood MAE), if marketers like Enron can be in the middle they will net themselves all positions on portfolio basis and they will show only ONE position in MAE.

This mechanism is no different from the often discussed concept of DEMAND SIDE MANAGEMENT.  The only way to make it work is to allow LIQUIDITY and therefore competition and therefore Marketers.

It is vital that Marketers be authorized to acquire and sell this power, and settle their net position (net position only) in spot market.  EOL will be a great tool for this, and we may accelerate its launch in Brazil with this new, different product ("Restricted Power")

Orlando Gonzalez
05/25/2001 08:52 AM
To:	Joe Kishkill/SA/Enron@Enron, Remi Collonges/SA/Enron@Enron, sergio.assad@enron.com, britaldo.soares@enron.com, Brett R Wiggs/SA/Enron@Enron, Joao.Carlos.Albuquerque@enron.com, John Novak/SA/Enron@Enron, Jose Bestard/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Miguel Padron/NA/Enron@Enron
cc:	John J Lavorato/Enron@EnronXGate
Subject:	mae measures

One of the proposals under review with the Apag?o team is to allow the B and A costumers to access the Mae and transact their "contracted energy" after their respective 20-25% reduction targets.  The MAE and the distributors do not have the systems in place to deal  with over 1,800,000 customers in the entire system. Elektro alone has close to 150000 customers in this class.    This can be a tremendous oportunity for Enron on Line to take off.  Remi could you review and prepare an action plan urgently.  These measures are targeted to be released next week.

<Embedded StdOleLink>
<Embedded StdOleLink>


Please notify HR that we will not be pursuing Jim.  Have them call his executive search rep as well.

Thanks,
Mike

 -----Original Message-----
From: 	Black, Don
Sent:	Thursday, October 11, 2001 4:25 PM
To:	Grigsby, Mike
Subject:	RE: Jim Hemmerly

you call HR.  He is not for us either.

 -----Original Message-----
From: 	Grigsby, Mike
Sent:	Thursday, October 11, 2001 2:39 PM
To:	Black, Don
Subject:	Jim Hemmerly

We have decided not to pursue Jim.  Do I need to contact HR?  Please let me know.

Mike


FYI
----- Forwarded by Jeff Dasovich/NA/Enron on 03/28/2001 11:04 AM -----

	Jean Munoz <jmunoz@mcnallytemple.com>
	03/27/2001 08:53 PM

		 To: Katie Kaplan <kaplan@iepa.com>, "'Andy Brown (E-mail)'"
<ABB@eslawfirm.com>, "'B Brown Andy (E-mail)'" <andybrwn@earthlink.net>,
"'Baker Carolyn (E-mail)'" <cabaker@duke-energy.com>, "'Bob Escalante
(E-mail)'" <rescalante@riobravo-gm.com>, "'Bob Weisenmiller (E-mail)'"
<rbw@mrwassoc.com>, "'Curtis Kebler (E-mail)'"
<curtis_l_kebler@reliantenergy.com>, "Dean. Nistetter (E-mail)"
<Dean.Nistetter@dynegy.com>, "'Douglas Kerner (E-mail)'" <DKK@eslawfirm.com>,
"'Greg Blue (E-mail)'" <gtbl@dynegy.com>, "'Jan Smutny-Jones (E-mail)'"
<smutny@iepa.com>, "'Jeff Dasovich (E-mail)'" <Jeff.Dasovich@enron.com>,
"'Joe Ronan (E-mail)'" <joer@calpine.com>, "'John Larrea (E-mail)'"
<john.g.larrea@williams.com>, "'John Stout (E-mail)'"
<John_H_Stout@reliantenergy.com>, "'Julee Malinowski-Ball (E-mail)'"
<jmball@ns.net>, "'Kassandra Gough (E-mail)'" <kgough@calpine.com>, "'kent
Palmerton (E-mail)'" <kent.palmerton@williams.com>, "'Lynn Lednicky
(E-mail)'" <lale@dynegy.com>, "Marie Moretti (E-mail 2)"
<mmoretti@mccabeandcompany.net>, "'Marty Wilson (E-mail)'"
<mwilson@pstrategies.com>, "'McNally Ray (E-mail)'"
<rmcnally@mcnallytemple.com>, "''Nam Nguyen' (E-mail)'"
<nam.nguyen@powersrc.com>, "'Norton Kelli (E-mail)'"
<knorton@mcnallytemple.com>, "'Paula Hall-Collins (E-mail)'"
<paula.hall-collins@williams.com>, "'Pigott Jack (E-mail)'"
<jackp@calpine.com>, "'Richard Hyde (E-mail)'" <rwhyde@duke-energy.com>,
"'Roger Pelote (E-mail)'" <roger.pelote@williams.com>, "'Stephanie-Newell
(E-mail)'" <stephanie-newell@reliantenergy.com>, "'Sue Mara (E-mail)'"
<smara@enron.com>, "'Tom Ross (E-mail)'" <tross@mcnallytemple.com>, "Tom
Williams (E-mail)" <tcwillia@duke-energy.com>, "'Alex Sugaoka (E-mail)'"
<alex.sugaoka@uaecorp.com>, "'Bill Carlson (E-mail)'"
<william_carlson@wastemanagement.com>, "'Bill Woods (E-mail)'"
<billw@calpine.com>, "'Bob Ellery (E-mail)'" <bellery@spi-ind.com>, "'Bob
Gates (E-mail)'" <bob.gates@enron.com>, "'Cody Carter (E-mail)'"
<cody.carter@williams.com>, "'Curt Hatton (E-mail)'"
<Curt.Hatton@gen.pge.com>, "'David Parquet'" <david.parquet@enron.com>,
"'Dean Gosselin (E-mail)'" <dean_gosselin@fpl.com>, "'Doug Fernley (E-mail)'"
<fernley.doug@epenergy.com>, "'Duane Nelsen (E-mail)'"
<dnelsen@gwfpower.com>, "'Ed Tomeo (E-mail)'" <ed.tomeo@uaecorp.com>,
"'Eileen Koch (E-mail)'" <eileenk@calpine.com>, "'Eric Eisenman (E-mail)'"
<eric.eisenman@gen.pge.com>, "'Frank DeRosa (E-mail)'"
<frank.derosa@gen.pge.com>, "Frazier Blaylock (E-mail)"
<frazier_blaylock@ogden-energy.com>, "'Hap Boyd (E-mail)'"
<Hap_Boyd@enron.com>, "'Hawks Jack (E-mail)'" <jack.hawks@gen.pge.com>, "'Jim
Willey (E-mail)'" <elliottsa@earthlink.net>, "'Joe Greco (E-mail)'"
<jgreco@caithnessenergy.com>, "'Jonathan Weisgall (E-mail)'"
<jweisgall@aol.com>, "'Kate Castillo (E-mail)'" <CCastillo@riobravo-gm.com>,
"'Kelly Lloyd (E-mail)'" <kellyl@enxco.com>, "'Ken Hoffman (E-mail)'"
<khoffman@caithnessenergy.com>, "'Kent Fickett (E-mail)'"
<kfickett@usgen.com>, "'Lynn Lednicky (E-mail)'"
<lynn.a.lednicky@dynegy.com>, "'Marty McFadden (E-mail)'"
<marty_mcfadden@ogden-energy.com>, "'Paula Soos'"
<paula_soos@ogden-energy.com>, "'Randy Hickok (E-mail)'"
<rjhickok@duke-energy.com>, "Rick S. Koebbe (E-mail)"
<rskoebbe@powerworksinc.com>, "'Rob Lamkin (E-mail)'"
<rllamkin@seiworldwide.com>, "'Ross Ain (E-mail)'" <ain@worldnet.att.net>,
"'Steve Iliff'" <siliff@riobravo-gm.com>, "'Steve Ponder (E-mail)'"
<steve_ponder@fpl.com>, "'Tony Wetzel (E-mail)'" <twetzel@thermoecotek.com>,
"'William Hall (E-mail)'" <wfhall2@duke-energy.com>,
<trusso@mcnallytemple.com>
		 cc:
		 Subject: Initiative Campaign Strategy Outline

The following memo is for discussion during our Wednesday public affairs
committee meeting.
Thanks!  Jean

March 26, 2001

MEMORANDUM

To:    IEP
Fr:     Ray McNally, Richard Temple, Tony Russo, Jean Munoz, Tom Ross
Re:   Initiative Campaign Strategy Outline

Harvey Rosenfield has on numerous occasions threatened to place an initiative
on the 2002 ballot to re-regulate the power industry.

It is not a hollow threat.

Not only has Rosenfield successfully placed initiatives on the ballot in the
past, but the current energy crisis has become the number one issue on the
minds of voters dd making it easier to qualify a ballot measure.  And our own
internal polling for IEP shows voters would initially support the concept of
re-regulating the industry.

However, qualifying an initiative for next year?s election is not a foregone
conclusion.  And passing one is an even more difficult task.

Rosenfield faces several roadblocks:

o    The current energy issue is complicated, and all potential solutions
have weaknesses that could be exploited in a political campaign.

o    IEP?s internal polling shows Rosenfield?s proposal has weaknesses that
could be exploited dd including the price tag and the image of a state-run
energy department that could be compared to the DMV and CalTrans.

o    Rosenfield would have a difficult time funding a campaign, especially
raising the resources to overcome a strong, well funded "no" campaign.

o    The burden of "proof" always falls on the "yes" campaign rather than the
"no" campaign.  Voters are concerned about giving their approval to changes
that could make things worse.  Rosenfield will have to prove his case beyond
a shadow of a doubt, and therefore it is easier to defeat an initiative than
it is to pass one.

o    If power generators become motivated they can be a formidable opponent.

Following is (1) a preliminary timeline Rosenfield would face in trying to
qualify an initiative for the ballot in 2002, (2) strategic concepts that
should be considered before pursuing a plan to defeat the initiative, (3)
preliminary strategic and tactical options in opposing the initiative, and
(4) a discussion of campaign costs.

We recommend using this outline as a starting point to develop an effective
campaign plan that could successfully defeat Rosenfield if he pursues an
initiative strategy.

Timeline

To date, no proposed ballot initiative has been submitted to the Attorney
General for title and summary.  Accordingly, there is not sufficient time
available to qualify an initiative for the March 2002 ballot.

However, there is still adequate time to qualify a measure for the November
2002 ballot.  We believe Rosenfield could submit a measure to the Attorney
General as late as September, 2001 and still qualify the initiative for the
November 2002 ballot dd especially if the summer months produce power
blackouts, skyrocketing energy bills, and the image of a bungling Governor,
legislature and regulators.

The following timeline would allow Rosenfield to submit language for title
and summary as late as September 28, 2001 and qualify the initiative for the
November 2002 ballot:

September 28, 2001

Proposed measure is submitted to the AG for title and summary.

November 20, 2001

Attorney General prepares and issues title and summary.  Proponent can begin
circulating petitions.

April 19, 2002

The proponent files the petitions with county elections officials.

May 1, 2002

County elections officials complete petition raw count totals and certify raw
numbers to the Secretary of State.

June 23, 2002

County elections officials verify and certify results of the number of valid
signatures in their counties and turn in counts to the Secretary of State.

June 27, 2002

Secretary of State determines if the initiative qualifies for the ballot.
Proponent needs 670,816 valid signatures to qualify a constitutional
amendment or 419,260 valid signatures to qualify a straight statute.

Strategic Concepts

There are several strategic concepts that should be reviewed:

o    While satisfying Rosenfield may be impossible, IEP could push hard to
ensure a "solution" is passed by the legislature to give credibility to the
criticism that Rosenfield is an extremist whose initiative could undercut the
legislative remedy.

o    The industry could organize a well-funded campaign that contains an
early advertising blitz to quickly define the ballot measure in the most
negative manner possible, and that delivers a knock out punch in October.

o    Generators could promote a counter-initiative proposal, either through
the legislature or qualified by petition dd stopping Rosenfield?s proposal if
more "yes" votes are received for the counter initiative than the Rosenfield
measure.

o    Paid signature gathering firms could be put on contract for
industry-related business dd thus keeping these firms off the table for
Rosenfield.  Another variation would be to hire firms to gather signatures
calling for legislative action dd thus gaining names of voters who support
our position, but also keeping signature gatherers too busy to help
Rosenfileld.

o    The industry could pay to gather signatures on petitions that removes
names of people who may have signed the petition for Rosenfield?s
initiative.  This could cut down the number of valid signatures accepted by
county election officials.

o    A paid advertising campaign could be run during the proposal?s signature
gathering phase urging voters not to sign the petitions.  An added benefit of
the concept is defining the proposal early if it still qualifies for the
ballot.

o    We could organize a legal assault on the proposal dd stopping their
signature gathering efforts or keeping it off the ballot.

Campaign Strategy

If the proposal qualifies for the ballot, the industry must pursue an
aggressive strategy to defeat the measure.  We need to identify weaknesses in
the proposal and share those weaknesses with voters.  We must also push
voters to question the motives behind the initiative.  We need to make sure
voters are uncomfortable with all or portions of the initiative to ensure
they vote no despite wanting adequate and affordable energy.

The campaign should conduct thorough research to determine the best strategy
to defeat the measure.  Initially we believe the "no" campaign should focus
on testing and developing the following messages:

o    The measure will hurt taxpayers.  A $40 billion price tag is too much
for voters to accept as the only solution to the problem.

o    The proposal will hurt public services.  The cost of Rosenfield?s
measure will keep money away from more important programs  dd like schools,
public safety and programs for children and seniors.

o    The ballot measure is simply a way for elected officials to get more tax
dollars to cover up their failures dd and they should not be rewarded with
public support.

o    Rosenfield?s proposal will result in higher taxes to pay for more
bureaucracy and wasted tax dollars.

o    The proposal will result in more inefficient government that will
produce unreliable power dd hurting consumers, and vital services such as
hospitals and public safety.

o    The measure will hurt the economy and cost jobs at a time when the
economy is hurting.

Campaign Tactics

The campaign should follow an aggressive battleplan that includes the
following components:

Research

Focus groups and quantitative surveys should be conducted to help craft the
best messages to attack the proposal.  This research would also be important
in efforts to secure the most favorable ballot title and summary possible to
our goal of defeating it.

Demographic and election research should also be conducted to determine
voters most open to our campaign messages.  We should also conduct thorough
research on Rosenfield to expose his true motivations for proposing this
measure and its inherent weaknesses.

Legal, Title & Summary, and Ballot Argument Challenges

We should pursue every possible legal option to either get the proposal off
the ballot, or ensure the most favorable title & summary and weakened ballot
arguments for the initiative sponsors.  Our experience shows that the ballot
title and summary can swing initial vote margins either way by as much as 10
points.

Paid Advertising

Statewide campaigns in California require paid advertising dd including
electronic media, direct mail, and telemarketing.  Advertising should be
carefully targeted to ensure the most "bang for the buck."

Earned Media

Editorial support is an important part of successful statewide campaigns, as
is ensuring favorable media coverage of the campaign.  A focused earned media
campaign would greatly enhance the chances for success and editorial support
and Op-Ed?s can provide important third party credibility to the no campaign.

Coalition Building

It will be critical for the industry to gain credible allies in its fight
against Rosenfield.  We do not want the campaign to be portrayed as
generators versus consumer groups.  Therefore, we need credible, third party
groups standing along side us to broaden our appeal and message, like
taxpayer groups, business leaders, consumer organizations, energy experts,
economists, educators, law enforcement and seniors.

Campaign Costs

How much will be needed to defeat Rosenfield will depend on several factors.
Depending on several variables, the cost of a "no" campaign can range from a
few million dollars to as much as the $40 million spent to defeat Proposition
9.

Campaign costs to defeat ballot measures are contingent upon several
variables:

o    The popularity of the measure with voters.  The more they like it on the
natural, the more expensive it will be to defeat the measure.

o    How much money Rosenfield can raise to promote the measure.  If he has
few resources, the "no" campaign will have an uncontested paid advertising
campaign, which will make defeating the proposal much easier.

o    How bad the energy crisis impacts voters.  If the next 15 months produce
an on-going crisis, campaign costs will rise.

o    The effectiveness of messages against the proposal.  If focus group and
survey research confirm the proposal has an Achilles heel, the cost to defeat
the measure will go down dramatically.

Thorough research of Rosenfield?s actual proposal will better enable us to
recommend a campaign plan, message and budget.  In summary, defeating the
Rosenfield initiative will cost from a few to several million dollars and a
united industry effort.


If you are missing an earring, please claim w/Mollie.


John/Vince:

I really enjoyed the meeting the other day with you and a broad cross
section of your people.  Thank you very much for setting it up, and thank
you for giving me the opportunity to speak with your people.

As I mentioned to John, I am sending you the license paperwork for
MarketPoint.  I have attached our standard license agreement for your
consideration.  As I mentioned, the license agreement covers the entire
bundled product, which includes

? North American gas, short and long term
? North American electricity, short and long term
? World gas
? Western European gas
? World oil

We are just finishing porting the world oil, world gas, and western European
gas models over from our old (now obsolete) software system into
MarketPoint, so they will not be fully tested and complete for a couple of
months.  However, the gas and electricity models for North America are
presently complete and tested.  That should allow us to give you an
attractive price before the full worldwide toolkit is available throughout
your worldwide business.

As I understood it, you will want the gas modeling capability first and will
want to defer decisions on electric or other capability.  As I mentioned at
the meeting, we are prepared to offer that for approximately
 the fully
bundled price.  As you read the license agreement, you will see that the
software licenses for $100,000 annually, the gas data for $5,000, and the
electric data for $10,000.  MarketPoint will agree to license you the gas
model plus the data for
 the software license plus the data license for a
total of $55,000 annually.  This is just under
 the fully bundled price.  I
think that is consistent with the discussions at our meeting, and from
MarketPoint,s perspective would provide a great basis to move forward
together with Enron.  If or when Enron ever desires to &scale up8 to another
model or model(s) from the MarketPoint portfolio, we will simply scale you
up to the entire license agreement.  This will allow you to decouple the gas
decision from any other decisions you might make.  (I will be glad to put
this additional pricing provision into the agreement if you decide to move
forward.)

I felt I was able to communicate the philosophy, scope, and operation of our
approach during the meeting and to deliver you much of the information you
might need to evaluate whether MarketPoint meets your needs.  I thought you
were able to see the depth and sophistication of the product yet at the same
time its simplicity and effectiveness.  I thought you were able to see the
benefits of the MarketPoint dimension of economic equilibrium as a
complement and supplement to other approaches you will assuredly use.  I
would be interested in your impressions and those of your colleagues.  I
look forward to your response and to moving ahead together.  We view you as
a very important prospective customer and client and will work with you to
earn and secure your business.

If you decide to license MarketPoint, we can arrange to transfer and mount
MarketPoint and the short term NARG model (which is the model we suggest you
begin with) and travel to Houston to deliver our 1
 day training seminar.
Our clients are usually very fluent after that 1
 day training seminar.
Thereafter, we would want you to work with the short term NARG model for a
few weeks while you get up to speed, very fluent, and very comfortable
before you take delivery of the longer term version of NARG several weeks
later.

Thanks again, and all the best.  If there is some item from the meeting that
I might have forgotten to send, please remind me.  My notes don't show
anything, but I was speaking a lot rather than writing notes during the
meeting and might have overlooked something someone wanted.

Dale Nesbitt
President
MarketPoint Inc.
27121 Adonna Ct.
Los Altos Hills, CA  94022
(650)218-3069
dale.nesbitt@marketpointinc.com
 - LICENSE.DOC


Kathy,

I am the ENA attorney assisting Ozzie Pagan (ENA East Origination) and Glenn
Wright (Enron Industrial Markets) with the acquisition of two Cogentrix's
coal fired power plants located in North Carolina.

I understand from Kathy Neal that you are the appropriate person to be
involved in the employee/labor due diligence efforts that were initiated by
Dolores "Dee" Lenfest and then transferred to Kathy Neal.  If I am mistaken
in believing that you are currently conducting such due diligence with
Cogentrix's HR representative, would you please contact Glenn Wright
immediately at 3-1568.  I hope there is no misunderstanding of what is needed
or who is supposed to be assisting, but if there is, we need to get that
figured out today.

Thanks for your help.

Steve Van Hooser

----- Forwarded by Steve Van Hooser/HOU/ECT on 12/11/2000 08:59 AM -----

	Kathy Neal@ENRON
	12/11/2000 08:47 AM

		 To: Steve Van Hooser/HOU/ECT@ECT
		 cc: Kim Melodick/HOU/ECT@ECT
		 Subject: Re: HR Due Diligence for Alamac

Steve:

All information of this project should be directed to Kim Melodick, Manager
HR.  This is actually her client group.

Thanks!

Kathy Neal

From: Steve Van Hooser@ECT on 12/08/2000 09:04 AM
To: Kathy Neal/NA/Enron@ENRON
cc:

Subject: HR Due Diligence for Alamac

Kathy,

I just got this fax and thought you might want to know of Glenn Wright's
inquiry on Alamac.

Thanks
----- Forwarded by Steve Van Hooser/HOU/ECT on 12/08/2000 09:03 AM -----

	Glenn Wright@ENRON
	12/08/2000 07:23 AM

		 To: Dolores Lenfest/HR/Corp/Enron@ENRON
		 cc: Michelle Cash/HOU/ECT@ECT, Steve Van Hooser/HOU/ECT@ECT
		 Subject: HR Due Diligence for Alamac

Dee:

Please provide Michelle Cash and Steve Van Hooser with an update regarding
progress on HR due diligence with Alamac.

Thanks,

Glenn


no clue -- sorry.

From: Jeff Dasovich on 04/10/2001 02:24 PM
Sent by: Jeff Dasovich
To: Karen Denne/Corp/Enron@ENRON
cc:

Subject: Re: McCuistion Program

Thanks.  Any idea of what time it will air?


---------------------- Forwarded by Kay Mann/Corp/Enron on 02/07/2001 05:52
PM ---------------------------

Kay Mann
02/07/2001 05:47 PM
To: lhenneberry@ssd.com, mahon@pbworld.com, losi@pbworld.com
cc: Mark Bernstein/HOU/ECT@ECT

Subject: Co Op City

Hi there,

I'm forwarding a draft EPC contract for your review.  This form of contract
assumes that the equipment will be procurred by the Owner, with the
understanding that we have not resolved the issue of the timing of the
procurement of the equipment, and  how it will be procurred.

This is intended to be a discussion draft, and is subject to further Enron
review and comment.

Thanks,

Kay


Vince, we are short in gold as well (18,732), see attached spreadsheet with positions.

Tanya

 -----Original Message-----
From: 	Aparicio, Silio
Sent:	Monday, November 26, 2001 11:48 AM
To:	Tamarchenko, Tanya
Subject:	Metals information

Tanya,

Please find attached a file containing VaR and positions for Metals.

Regards,

Silio David Aparicio
Enron Europe Ltd
+44 (0) 20 7783 5928


Hey check this one out.  I finally am getting through me email from last week.  Got this on Thursday morning and did not notice it.

MO

 -----Original Message-----
From: 	Gresch, Robert
Sent:	Thursday, July 26, 2001 10:37 AM
To:	O'Neil, Murray P.
Cc:	Herod, Brenda F.; Hughes, Evan; Young, Gregg
Subject:	RE: CRC Project Log

Murray, I'm in charge of the Vendor Contract Compliance group that manages the relationship between vendors and EES/EWS in the Operations group. Please see my response to your questions below.

From:	Brenda F Herod/ENRON@enronXgate <mailto:Herod/ENRON@enronXgate> on 07/26/2001 01:36 AM
To:	Murray P ONeil/ENRON@enronXgate <mailto:ONeil/ENRON@enronXgate>, Evan Hughes/HOU/EES@EES <mailto:Hughes/HOU/EES@EES>
cc:	Chris Stokley/ENRON@enronXgate <mailto:Stokley/ENRON@enronXgate>, Jeff Richter/ENRON@enronXgate <mailto:Richter/ENRON@enronXgate>, Robert D Gresch/HOU/EES@EES <mailto:Gresch/HOU/EES@EES>
Subject:	RE: CRC Project Log

Murray,

Don't know if Evan got with you are nit, but the CSC responsibilities transferred to my group.  Bob Gresch can answer all questions for you.  Additionally, I'd be happy to chat with you on any suggestions or any insights you have.  Beth, Evan and I will be there next week, so we have a great opportunity.

-----Original Message-----
From: O'Neil, Murray P.
Sent: Tue 7/24/2001 6:12 PM
To: O'Neil, Murray P.; Hughes, Evan
Cc: Herod, Brenda F.; Stokley, Chris; Richter, Jeff
Subject: RE: CRC Project Log

Evan,

Sorry about the major typing error on my part with your name.

MO

	 -----Original Message-----

	From:   O'Neil, Murray P.

	Sent:   Tuesday, July 24, 2001 5:44 PM

	To:     Hughes, Evan

	Cc:     Herod, Brenda F.; Stokley, Chris; Richter, Jeff

	Subject:        CRC Project Log

	Even,

	Who do I need to contact to see a copy of the current Enron to CSC project request log.
The current project log for CSC projects is on the CSC/EES information exchange web site at this url - <http://csc-enronix/chg_req/IT_Projects.pdf>
	Do we have a listing which contains the following information:

	Request description

	Requestor

	Date of request

	Quantifiable justification for request

	Cost to Enron for CSC to do the request

	Enron's priority of request

	Enron's preferred date of completion

	CSC targeted date of completion.

	CSC current status (% complete)
Most of the above information is contained in the report referenced up above.  The remaining information may be found in the actual request itself, which is maintained, along with all associated correspondence, amendments, approvals, etc., in a soft library my group manages on the J: drive.
	Is there a formal reporting process of these requests and is there a group who manages the priorities to make sure they are in-line with the current business needs.

My group manages the request process and ensures adherence to the Work Request Guidelines.  Priorities for projects are determined based on the requested delivery date.  If a new request has a delivery date that causes problems with the completion of other existing projects, then the owners of the conflicting requests are contacted to rearrange project completion dates and reset expectations.  Additionally, we hold a monthly Executive Project Status review where all requestors can conference in and discuss issues related to their projects.
	Can you also tell me if CSC is off on their cost estimate for doing a project does Enron get billed actual project cost or just estimated costs
We are billed actuals, however there is an agreement that we will only pay overruns up to 15% of the project cost (almost all projects are IT in nature and we feel this is a fair margin in estimation error).  My group is responsible for validating charges on the invoice, and we monitor the charged project costs.  We will negotiate overruns on a project-by-project basis as they occur.  We also perform a function up front of cost haggling on estimates if requested, or if we note something unusual.
	Any information you can provide related to this request would be appreciated.

	Thanks - MO


Edith,

- Substation location: Sayerville
- Gas: Transco Zone 6 (no additional cost for LDC)
- Unit contingent call
- 97% availability: It should be OK since we can assume 97% during summer
time and 90~93% during non-summer time, for example.

Could you get the pricing for following scenario based on above assumption?

Flat and annual capacity payment for 3 and 5 year
With 16 hour block and 4 hour block

Please call me, if it doesn't make sense.

Jinsung (Ext: 37330)


Perhaps it is operator error on this end, but I couldn't get this going.

Kay

Rhonda L Denton@ECT
05/08/2001 08:27 AM
To: Carol St Clair/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron
cc: Genia FitzGerald/HOU/ECT@ECT

Subject: Re: Lotus Notes Database Access: New Power Contracts

Click on this icon to have access to the New Power Contracts database.  If it
does not work, let me know.
Please add your comments when you feel the need for legal tracking purposes
or if you want to show a record of a discussion with a CP or Enron person.


Cynthia, et al --

FYI.  I was on a panel with Phil Moeller today in Las Vegas (he was the
moderator).  Very nice guy.  No real issues developed.  I used (very
liberally) Steve Kean's testimony in San Diego to talk about California and
some material on RTOs.  My speech is attached below.

Phil indicated that he thought that there was agreement on the Public Power
Tax issues and on NAERO language.  He highlighted that comprehensive language
could be difficult if not impossible next year.  (Joe - can you please send
me a copy of the NAERO bill and any summaries).

While Phil seemed to have a great sense of what is happening in California
and the electricity markets, he indicated that many of his staff collegues
were not so up to speed.  Any way that we can help them out before their
minds are made up?

Jim


Shall I check with Charlotte about dinner at Keffer's?

ckm


Today, we are forming Enron Global Services (EGS) in order to more closely align our asset-based businesses.

This reorganization will allow EGS to focus our resources on opportunities that present the highest value to Enron.  It will also accomplish the following:  1) enhanced synergies among our assets and personnel, 2) more effective prioritization of business opportunities, and 3) better management of Enron's asset-based businesses throughout the world.

Enron Global Services' energy asset portfolio includes the North American pipeline businesses of Enron Transportation Services (ETS), including Northern Border; the international pipeline, power and distribution operations of Enron Global Assets & Services (EGAS); Portland General Electric; EOTT Energy Corp; Enron Wind; Azurix and Wessex Water.

Reporting to me as the heads of their respective business units are:
?	Jim Hughes, President & COO - EGS/International
?	Danny McCarty, Managing Director & CCO - ETS
?	Bill Cordes, President - Northern Border Partners
?	Peggy Fowler, President & CEO - Portland General Electric
?	John Garrison, President & CEO - Azurix
?	Dana Gibbs, President & COO - EOTT Energy Corp
?	Colin Skellett, CEO - Wessex Water
?	Adam Umanoff, President & CEO - Enron Wind

With the creation of EGS, we hope to enhance the efficient utilization of our commercial support services.  To accomplish this, EGS' staff and operational functions will be headed by:
?	Rod Hayslett, Managing Director & CFO
?	Rob Walls, Managing Director & General Counsel
?	Phil Lowry, Managing Director, Pipeline Operations and Engineering & Construction
?	Brian Stanley, President & CEO - EEOS
?	Steve Hotte, Vice President & CIO
?	John Ambler, Vice President, Communications & PR
?	Gary Smith, Vice President, Human Resources

In addition, Rob Walls will continue to perform his role as Deputy General Counsel for Enron reporting to Jim Derrick.

Phil Lowry will be responsible for domestic pipeline operations, technical services and engineering & construction, as well as, international pipeline technical services and engineering & construction.  Brian Stanley will be responsible for technical services and engineering & construction for international power and distribution facilities.

Below is an organization chart for Enron Global Services, which displays the changes described here.  We are confident this new organization will focus our talent and capital appropriately.  Please join me in supporting this management team as it strives to maximize Enron's return on its assets.

<Embedded Picture (Metafile)>


Here are the counties in the Eastern District.

-----Original Message-----
From: DeBose, Annette
Sent: Monday, October 01, 2001 4:00 PM
To: Sims, Bill
Subject: Eastern District of Texas

 maptop.gif (57098 bytes) <http://www.txed.uscourts.gov/maptop.gif>

 smmap.gif (10123 bytes) <http://www.txed.uscourts.gov/smmap.gif>
<http://www.txed.uscourts.gov/_vti_bin/shtml.dll/districtmap.htm/map>
dmap.gif (130924 bytes)

This court is composed of seven divisions:

Division Number and Name	 Counties
1 - Beaumont	 Hardin, Jasper, Jefferson, Liberty, Newton and Orange
2 - Marshall	 Camp, Cass, Harrison, Marion, Morris and Upshur
3 - Paris	 Delta, Fannin, Hopkins, Lamar and Red River
4 - Sherman	 Collin, Cook, Denton and Grayson
5 - Texarkana	 Bowie, Franklin and Titus
6 - Tyler	 Anderson, Cherokee, Gregg, Henderson, Panola, Rains, Rusk,
Smith, Van Zandt and Wood
9 - Lufkin	 Angelina, Houston, Nacogdoches, Polk, Sabine, San
Augustine, Shelby, Trinity and Tyler
                                         ++++++CONFIDENTIALITY NOTICE+++++
The information in this email may be confidential and/or privileged.  This
email is intended to be reviewed by only the individual or organization
named above.  If you are not the intended recipient or an authorized
representative of the intended recipient, you are hereby notified that any
review, dissemination or copying of this email and its attachments, if any,
or the information contained herein is prohibited.  If you have received
this email in error, please immediately notify the sender by return email
and delete this email from your system.  Thank You


FYI.  There is a private company called Piers which tracks trade flows by ports by examining the vessel manifests and bills of lading.  They have a website which Luis Velez is familiar with and is www.piers.com.  While they don't track all regions of the world, they do provide data by port.  Unfortunately, this information requires payment.  I would suggest looking on their website to see what they have to offer.

KC


Dan,

Please find below details of Phy Gas deals with GTC agreements:

Deal Date: 6/01/01
Deal No: VE1156 / 826162
Buyer: El Paso Electric Company
Seller: ENA
Start Date: 1/01/02
End Date: 12/31/02
Firm
Volume: 10,000 / day
Price: 3.75000
Delivery Point: El Paso Natural Gas Co. - San Juan Basin, Blanco (Non-Bondad
Gas)

Please let me know if you need any more details.

Thanks,
Richard
x54886


Hope you're having a pleasant first week of 1999.  Thought I would forward
this on.....I found that 16, 15, 14, 8, 7, 2 and 1 hit a little too close to
home.
>
>  TOP 22 SIGNS THAT YOU HAVE HAD TOO MUCH OF THE '90s
>
> 22. Cleaning up the dining area means getting the fast-food bags out of
> the  back seat of your car.
>
> 21. Your reason for not staying in touch with family is that they do not
> have e-mail addresses.
>
> 20. Keeping up with sports entails adding ESPN's home page to your
> bookmarks.
>
> 19. You have a "to do" list that includes entries for lunch and bathroom
> beaks, and they are the ones that never get crossed off.
>
> 18. You have actually faxed your Christmas list to your parents.
>
> 17. Pick-up lines now include a reference to liquid assets and capital
> gains.
>
> 16. You consider second-day air delivery painfully slow.
>
> 15. You assume the question "to valet-park or not" is rhetorical.
>
> 14. You refer to your dining-room table as the flat filing cabinet.
>
> 13. Your idea of being organised is multiple-coloured post-it notes.
>
> 12. Your grocery list has been on your refrigerator so long some of the
> products don't even exist any more.
>
> 11. You lecture the neighbourhood kids selling lemonade on ways to improve
> their process.
>
> 10. You get all excited when it's Saturday and you can wear sweats to
> work.
>
>  9. You refer to the tomatoes grown in your garden as deliverables.
>
>  8. You find you really need PowerPoint to explain what you do for a
> living.
>
>  7. You normally eat out of vending machines and at the most expensive
> restaurant in town in the same week.
>
>  6. You think that "progressing an action plan" and "calendarizing a
> project" are acceptable English phrases.
>
>  5. You know the people at the airport hotels better than you know your
> next-door neighbours.
>
>  4. You ask your friends to "think out of the box" when making Friday
> night  plans.
>
>  3. You think Einstein would have been more effective if he had put his
> ideas into a matrix.
>
>  2. You think a "half day" means leaving at 5 o'clock.
>
>
> And the number 1 sign you've had too much of the 90's:
>
>  1. You get most of your jokes in e-mail instead of in person.
>
>


> ----------
> From:  Sharon Lay
> Sent:  Wednesday, October 20, 1999 1:11 PM
> To:  'kenneth.lay@enron.com'
> Subject:  FW: New Year's Eve Entertainment & Menus
>
> Hola Ken,
> This is for your review before the conference call this afternoon at
> 4:15pm.  Call me if you have any questions.
> Sharon Sue
> ----------
> From:  Sheri Roane[SMTP:sheri.roane@airmail.net]
> Reply To:  sheri.roane@airmail.net
> Sent:  Wednesday, October 20, 1999 1:13 PM
> To:  sharon@travelpark.com
> Subject:  New Year's Eve Entertainment & Menus
>
>  <<Agenda for New Year's.doc>>
> Here's the proposal for this afternoon's discussion.  I have not
> forwarded it to the sponsors --  please review and call me at
> 713=545-0420.  Thanks.  Sheri
>
>

 - Agenda for New Year's.doc


---------------------- Forwarded by Chris Germany/HOU/ECT on 03/07/2000 10:56
AM ---------------------------

"Immer, Ingrid" <Ingrid.Immer@Williams.com> on 03/06/2000 03:41:57 PM
To: "'Chris Germany'" <Chris.Germany@enron.com>
cc:
Subject: RE: Demand Charges

Hey Chris, IT will fix the invoicing problem tomorrow.  I'm not sure how the
fix will work - if there will be a PPA created, or what.  I'll give you an
update tomorrow afternoon b/c I'll be out of the ofc in the a.m.  Thanks.
ii

> -----Original Message-----
> From: Chris Germany [SMTP:Chris.Germany@enron.com]
> Sent: Monday, March 06, 2000 8:39 AM
> To: ingrid.immer@williams.com
> Subject: Demand Charges
>
>
>
> Here are a couple of demand charges I don't understand.  AGL released CES
> some
> ESR (offer #18307) and WSR (offer #18210).  The demand portion of these
> contracts being billed on k#1.3473.  What's up.
>


To:								Department:  	ENA Legal

From:		Mark Taylor					Date:	May 11, 2001
		Vice President and General Counsel

Subject:	Enron North America Corp. NYMEX Hedge Exemption Applications

We are in the process of preparing applications for position limit exemptions for ENA's NYMEX energy commodities futures trading.  These applications require that ENA represent whether its officers, employees, owners, or agents have a power of attorney, control or have a financial interest in any related commodity future(s) account either individually or acting with another person pursuant to express or implied agreement.

Please direct any responses to my paralegal, Tana Jones, via intercompany email or call her at (713) 853-3399 by the end of business on June 15, 2001 if you have any power of attorney, control or have a financial interest in any commodity futures account (other than an ENA or other trading affiliate account).

IF YOU DO NOT HAVE A COMMODITY FUTURES ACCOUNT, YOU DO NOT NEED TO RESPOND TO THIS REQUEST.