Mike Roan and I met with Ed Martin, president of Wabash and Don Morton, his
legal counsel to discuss their support for our RTO position.  (Mike did a
nice job and I believe they will be supportive).

On the business side, Ed Martin would like to talk to someone from Enron to
partner with them on a deal.  They have a load management device that can be
installed in air conditioners (they are meeting with Lenox about this) and
they need a partner to market it this to utilities as a means of reducing
peak load and making power available for resale.  The product is geared
towards the residential , but could be applicable to small, medium commercial
customers and in some cases (depending on utility tariffs and what is
available), larger customers.  The other angle would be to market this
directly to customers, although that does not appear to be their focus.  I
told Ed I would have someone get back to him.  Please advise if you are
interested.

Thanks,
Janine

p.s.  You probably know this, but just in case, according to Ed , TVA is
getting squeezed by Duke and Southern and is quietly lobbying folks like the
Coops to raise the issue of increasing transmission capacity by building
additional transmission lines to better inteconnect the system.


I am pleased to announce that Jesse Bryson will be joining me as a Research
Analyst on the Renewable Power Desk effective April 16.


Wes' memo finally went out to Sherriff.  DPR won't change at this point in
time.  --Sally
---------------------- Forwarded by Sally Beck/HOU/ECT on 03/09/2001 11:50 AM
---------------------------
From: Wes Colwell/ENRON@enronXgate on 03/09/2001 08:10 AM
To: John Sherriff/LON/ECT@ECT
cc: Sally Beck/HOU/ECT@ECT, Fernley Dyson/LON/ECT@ECT
Subject: FW: Changes to the executive Viewer

John,

There has been a fair amount of discussion about this as well as the
reporting of drift for the North America businesses.  Both Mike McConnell and
Jeff Shankman are opposed to moving the location of drift in the DPR.  I know
that North America included US drift in its plan and includes "drift
earnings" in its margin.  I believe you do the same in Europe.  Jeff is
adamant that we not  move US drift from EGM's section of the DPR and has
asked for UK drift to remain, as well.  You may want to call Jeff.  Sally and
I will do what ever you guys decide.

 -----Original Message-----
From:  Jeffrey A Shankman
Sent: Wednesday, February 28, 2001 2:15 PM
To: Wes Colwell
Cc: Sally Beck
Subject: FW: Changes to the executive Viewer

Please deal with this.  Wes, you know what I think and what we've decided
on.  Jeff
 -----Original Message-----
From:  Hickerson, Gary
Sent: Wednesday, February 28, 2001 7:23 AM
To: Jeffrey A Shankman/HOU/ECT@ENRON
Subject: Changes to the executive Viewer

FYI

Gary
---------------------- Forwarded by Gary Hickerson/HOU/ECT on 02/28/2001
07:21 AM ---------------------------

Michael Kass@ENRON
02/27/2001 06:07 PM
To: Gary Hickerson/HOU/ECT@ECT
cc: Chris Abel/HOU/ECT@ECT, Kenneth Thibodeaux/NA/Enron@ENRON
Subject: Changes to the executive Viewer

Gary

I prepare the London Summary and I have been requested by John Sherriff here
in London to have changes made to the reporting format of the Executive
Viewer report.  John's request and the changes he has asked for are detailed
below.  In essence, John would like Enron Europe's 'UK Drift' revenue to be
reported under the 'Enron Europe' heading in the Exec Viewer instead of being
reported under the 'Global Markets' heading.  If you agree to this change
could you advise Chris Abel and Johnny Thibodeux to make the appropriate
changes.  If, however,  you would like to discuss the matter further please
contact John Sherriff.

Regards

Michael
---------------------- Forwarded by Michael Kass/EU/Enron on 27/02/2001 23:50
---------------------------

John Sherriff@ECT
23/02/2001 16:27
To: James New/LON/ECT@ECT, Michael Kass/EU/Enron@Enron
cc:

Subject: Re: JOHN PLEASE AUTHORISE Changes to the executive Viewer

Michael - Please move forward with these changes.

John

James New
23/02/2001 16:14
To: John Sherriff/LON/ECT@ECT
cc:

Subject: JOHN PLEASE AUTHORISE Changes to the executive Viewer

John,

The attached is the format I believe we discussed and agreed with Ted a few
days ago. In order that the guys in Houston will make the changes they
require your authorisation.

If you can authorise by return then Michael Kass and I will forward it on to
the necessary people below.

If you are not happy with the attached please let me know what needs to be
changed.

Thanks James
---------------------- Forwarded by James New/LON/ECT on 23/02/2001 16:14
---------------------------

Michael Kass@ENRON
22/02/2001 10:47
To: James New/LON/ECT@ECT
cc:

Subject: Changes to the executive Viewer

Changes are required to the reporting format of Enron Europe's P/L in the
Executive Viewer .  Below is a list of these changes as well as the person
responsible for effecting each change:

Gary Hickerson: The UK Drift book is to be reclassified from the 'Enron
Global Markets' heading to the 'Enron Europe' heading;

Susie Ayala: The Enron Europe (Net Fair Value) Equity Investments book is to
reclassified from 'Merchant Summary' to the 'Enron Europe' heading;

Chris Abel: The following changes are to be made to the books reported under
the 'Enron Europe' heading:
 - J Block is to be reported as a separate line item;
 - Structured Derivatives UK is to include all other structured derivatives
and power/gas accruals (currently reported under 'Other' line item);
 - For each of the Electricty books, could you change the word Electricity to
Power in the headings (for consistency purposes).


FYI. Split between Davis and Lynch is now very public.  Davis is likely losing his mind.  Can Ron Carroll or Dan Watkiss search these filings down at FERC?  Thanks.
Best,
Jeff

State PUC seeks to void Davis's power contracts
Deals gouge consumers, agency tells federal regulators
In a move that could undermine California's hard-won control of the power market, state regulators are urging the federal government to throw out prices for some electricity contracts agreed to by Gov. Gray Davis.
The state Public Utilities Commission, in what amounts to a rearguard action against the governor's power strategy, is arguing that some of the deals gouge Californians. The PUC says energy firms probably took advantage of the state's power crisis earlier this year to charge unfairly high prices, and it wants some of those prices cut.
"The state is going to get itself into serious trouble with those contracts if they're not renegotiated," Commissioner Richard Bilas said. "I would support anything that would help us get the prices of those contracts down."
The PUC apparently did not tell Davis administration officials that it was challenging the contracts before the Federal Energy Regulatory Commission.
"It's definitely not something that's a favorable thing to have happen to us," said Oscar Hidalgo, a spokesman for the state Department of Water Resources, which negotiated the contracts.
Hidalgo said the long-term contracts, even though more expensive than current market prices, are the bulwark that protects the state from another round of spiraling spot market prices.
"It would be a mistake to try to void those contracts out," Hidalgo said. "If that's the goal, then we're back to square one. Prices would start to creep up."
The state is paying an average of $69 a megawatt hour under the contracts it has signed with private generators. Peak prices for electricity last week were less than $30.
Hidalgo could not say whether the PUC actions could expose the state to lawsuits by the contractors or threaten a planned $12.5 billion bond issue to repay the state general fund for the power purchases.
Over the past three months, lawyers for the PUC have filed challenges on various grounds before the Federal Energy Regulatory Commission against deals negotiated with PacifiCorp Power Marketing Inc., Alliance Colton LLC, Sempra Energy and a Calpine Corp. subsidiary, said PUC attorney Sean Gallagher.
SEMPRA, CALPINE CONTRACTS
Taken together, Sempra and Calpine have sold about half the electricity that the Davis administration has agreed to buy in an array of 53 agreements, some of which last 20 years. In all, California has committed to spending at least $43 billion for electricity.
The deal with PacifiCorp Power Marketing has already come under attack because while the state was negotiating the $1 billion contract, one of Davis' energy consultants owned stock in the power supplier's parent company.
Gallagher said PUC attorneys may recommend commission actions against other contracts.
Davis' spokesman Steve Maviglio said Friday the administration couldn't comment until it had studied the PUC submissions.
The PUC's challenges mark the latest battle between Davis and the five- member commission, which is resisting administration energy policies even though it is controlled by the governor's three appointees.
The commission has rebuffed Davis' attempts to nail down a mechanism for utility customers to cover the costs of the long-term power contracts and pay off the planned $12.5 billion bond issue.
STATE TREASURER'S WARNING
State Treasurer Phil Angelides warned last week that the PUC's actions threatened to delay the bond issue and leave a $9 billion hole in the state budget next year.
PUC President Loretta Lynch opposes the bond plan because it requires the commission to rubber-stamp the power contracts and forces the state to maintain a prolonged role as an energy buyer.
"We should not, through the instrument of the bonds, lock down the policy choices for the state for 15 years," Lynch said last week. "We should stay as flexible as possible.
Lynch could not be reached for comment on the commission's challenges to the contracts.
Commissioner Jeff Brown, Lynch's fellow Davis appointee, said the filings don't rule out Davis' bond financing deal. Nor do they threaten a state default on the long-term contracts, he said. But federal action could help the state improve the deals, he said.
"The state of California has never consciously defaulted on a contract," he said. "Even if we renegotiate, we'll renegotiate within the confines of the contract."
Hidalgo, however, said he doubted the state could modify the contracts. Under power granted by the Legislature, he said, the water department made its own finding that the contract prices were reasonable.
Jan Mitchell, a spokeswoman for ScottishPower, parent company of PacifiCorp Power Marketing, said both sides agreed to the contract after full negotiations.
"Now another California agency is disputing it," Mitchell said. "We obviously disagree, and we'll continue to work with FERC, making sure the contracts are honored."
PUC CRITICAL OF DEALINGS
The PUC argues that the Portland energy firm wielded excessive market power when the state signed its 10-year, $1 billion deal with the company July 6. That forced the water department to accept unfair prices to avoid blackouts, the PUC says.
"News reports suggest that the (water department) paid substantially over the then-current market prices for this contract, prices which will be passed through to California retail ratepayers," the PUC said.
An energy consultant to Davis, Vikram Budhraja, admitted in August that he owned as much as $10,000 worth of Scottish Power stock while the deal was being worked out. Budhraja sold the stock July 30, and state officials said he had nothing to do with the PacifiCorp Power Marketing deal.
Uncertainty over the contracts adds to growing turmoil in the state's energy picture. While the issue has slipped from the public eye, Davis' solutions to the energy crisis are meeting resistance not only from the PUC but from fellow Democrats in the state Senate, which has refused to pass his plan to stabilize Southern California Edison's finances and stave off a second utility bankruptcy filing.
While officials fight among themselves, the energy industry is moving aggressively to reverse state efforts to put the brakes on deregulation.
***************************************************


Q.  What do Revenue Management, Windows 2000 and TIME all have in common?

A.  They are all topics in the latest issue of the GPG IT Customer News!

Go to http://www.ots.enron.com/GPG_IT/c1/index.html to stay up-to-date!


Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 07/10/2000 06:37 PM -----

	Rod Nelson
	07/10/2000 10:30 AM

		 To: Carol St Clair/HOU/ECT@ECT
		 cc:
		 Subject: Re: Deutsche Bank

No problem on the crib.  As for Mexico setoff, I am aware.  I was under the
impression that even setoff among common entities is questionable.  My
rationale is that we will almost certainly trade with any given cp through
one Enron entity or the other, and not both.  If I am wrong, we will manage
the process internally (i.e. cut the cp's credit line in half).

Rod

   Carol St Clair                07/10/2000 08:47 AM

To: Rod Nelson/HOU/ECT@ECT
cc:
Subject: Re: Deutsche Bank

Rod:
Thanks.  I expect to get a new draft of the Schedules from DB later today.
As for the crib, it is perfect and Bill and a friend managed to put it
together.  Thanks so much for lending it to us.  I'm hoping that we will have
a child to put in it within the next week.  As for Mexico, the issue there is
that they do not recognize setoff in bankruptcy so that if deals are done
with 2 different Enron counterparties we will not be able to setoff.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com

	Rod Nelson
	07/10/2000 01:21 AM

		 To: Carol St Clair/HOU/ECT@ECT
		 cc:
		 Subject: Re: Deutsche Bank

I will continue with this one, for as long as we can adapt to the time
difference.  I will approve the A/A2 minimum requirement.

Did Bill get the crib together?

Rod

   Carol St Clair                07/07/2000 10:12 AM

To: Rod Nelson/HOU/ECT@ECT
cc:
Subject: Deutsche Bank

Rod:
I don't know if you are still handling this.  We are close to getting this
finalized.  One credit comment from them that I need someone's thoughts on.
They want the Issuer of LC's to maintain a credit rating of A from S&P and A2
from Moody's.  We usually put A- and A3.  are you okay with this?  If I need
to run this by someone else please let me know.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com


Jeff,

I reviewed your revised offer sheet.  I am OK with the effective income of $484K.  Her records show basically no other income ($75/month), so I subtracted $3,000 from your number.  The expenses just need to reflect $20,000 more property taxes and the numbers should be right on.  $484 less $244 would be $240 of NOI.  I spoke to Jim Murnane this afternoon.  He feels this property would most likely warrant 7.5% and a 30 year amortization.  See the attached spreadsheets.


Daren,   I need  deal ticket 745546 extended on both ends.   4/23 for flow of 35 and 5/1/ for flow of 132.  This will help clear up some allocation exceptions.  THANKS.


Yes.

 -----Original Message-----
From: 	Will, Lloyd
Sent:	Monday, January 07, 2002 8:26 AM
To:	Presto, Kevin M.
Subject:	FW: Your Approval is Overdue: Access Request for joe.stepenovitch@enron.com

Did you want me to hold of approving remote access until NETCO is up and going?

 -----Original Message-----
From: 	ARSystem <ARSystem@mailman.enron.com>@ENRON
Sent:	Friday, January 04, 2002 7:28 PM
To:	Will, Lloyd
Subject:	Your Approval is Overdue: Access Request for joe.stepenovitch@enron.com

This request has been pending your approval for  3 days.  Please click http://itcapps.corp.enron.com/srrs/auth/emailLink.asp?ID=000000000080120&Page=Approval to review and act upon this request.

Request ID          : 000000000080120
Request Create Date : 1/2/02 8:03:08 AM
Requested For       : joe.stepenovitch@enron.com
Resource Name       : eConnect - VPN  Tier 2 - Full Access
Resource Type       : Applications


Susan,
Thank you. This looks good. To answer some of your questions, price is per mw, not per deal. Transmission deals, EpmiCalPool deals, and sales or purchases from the counterparty California Imbalance in Enpower need to be excluded.
Thanks,
Bill

 -----Original Message-----
From: 	Amador, Susan
Sent:	Wednesday, November 21, 2001 2:07 PM
To:	Williams III, Bill; Symes, Kate
Cc:	Nalluri, Susmitha; Poston, David; Chen, Lei
Subject:	 spreadsheets

Bill,

Here's an outline of what we talked about for the average price spreadsheet:

Pull deals for WHourly at Mid-Columbia, WSCC_N, NP15, SP15, and (Palo Verde +) WSCC_S
In a tabular format display:  Average price from the schedules for buys and sells for each hour in each region (i.e. Mid-Columbia, WSCC_N, etc.)

Underneath the table display:
On Peak average
Off Peak average

for later:  (i.e. next version)
sort by groups:  24inc, EOL, EPEC

For clarification:
Average price is per MW not per deal?

I've asked Susmitha Nalluri to work on this for you.  She sits 2 desks down from me and works on the VMS team.  She has experience with spreadsheets, however she is not yet familiar with the EnPower view of the database.  I have given her a query to give her a jumpstart on pulling the data data you need from EnPower.  She and I have also met to go over where the data is being pulled from.  In my abscence she can go to Lei, Pete, Matt or David about questions regarding the EnPower Data.  I told her to feel free to ask you or Kate any questions.  I brought her down to meet you and Kate but did not realize you both (as well as most people) had left around lunchtime.

Kate,

I told her you would be bringing her more information on the Dow Jones sheet.  I forwarded Susmitha our earlier emails about it.

Susan Amador
503.464.8681 office
503.703.6714 cell


Rick asked that I get the US/Canada Goverment Affairs "Working Group" list to
everyone, so here it is!

gngr


I have an extra I can send you today.

Kay

Humberto Cubillos-Uejbe@ECT
08/22/2000 10:36 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Transformers Purchase Contract

Kay:

Do you have a copy of the signed Transformers Purchase contract ? I need to
get a hold of one to input in our economic model.
Please let me know if you have it and if so if you can send me a copy to EB
2870D. Thank you very much, Humberto


please set this up
---------------------- Forwarded by Jeffrey A Shankman/HOU/ECT on 12/06/2000
09:13 AM ---------------------------

Meg Wozny <mwozny@hbs.edu> on 12/06/2000 08:48:48 AM
To: Jeffrey.A.Shankman@enron.com
cc:
Subject: Re: HBS Case Study

Jeff:
A phone call would be great.  Anytime except tomorrow, December 7, works
for me.
Thanks!
Meg

At 03:26 PM 12/5/00 -0600, you wrote:

>I'd like to have my asst set up a phone call with you.  You really won't
>get the whole story in a short email.  Thanks...
>
>Jeff
>
>
>
>
>Meg Wozny <mwozny@hbs.edu> on 12/05/2000 02:25:32 PM
>
>To:   jshankm@enron.com
>cc:
>Subject:  HBS Case Study
>
>
>Jeff:
>I'm working on the Enron case study for Harvard B-school and Cindy
>Derecskey mentioned that you could help me.
>
>When we met with Rick Buy, he mentioned that in 1994, when he joined Enron,
>there were about 10 people in the credit group.  I'd like to get a sense of
>how fast that group grew, and, as I understand, metamorphosed into a
>sophisticated risk management group.  How many people are in the risk
>management group now?
>
>If you prefer to answer this vie phone, please feel free to call me at
>617-496-0802.  I look forward to hearing from you.
>
>Thank you!
>Meg
>**************
>Meg Wozny
>Research Associate
>Harvard Business School
>Gallatin Lounge C
>Soldiers Field
>Boston, MA 02163
>
>voicemail: (617) 496-0802
>facsimile:  (617) 496-6943
>email: mwozny@hbs.edu

**************
Meg Wozny
Research Associate
Harvard Business School
Gallatin Lounge C
Soldiers Field
Boston, MA 02163

voicemail: (617) 496-0802
facsimile:  (617) 496-6943
email: mwozny@hbs.edu


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Thursday October 25th 2001

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Special report

Fighting terrorism

Taliban defectors

The fight against terrorism is reshaping old alliances and rivalries

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Politics this week
October 25th 2001
From The Economist print edition

Air raids

America's war against terrorism seemed to enter a new phase after details were released of a raid by airborne forces on a target inside Afghanistan, though expected follow-up attacks did not materialise. Air raids on the country continued: Taliban spokesmen claimed many civilian casualties. America admitted that some "collateral damage" may have occurred.

See article: Fighting terrorism <http://TheEconomist.s.maildart.net/link_31724_6557507_2_80065724_60423391_1_4d>  E+ <http://www.economist.com/images/dingbats/e5.gif>

More anthrax

	 Reuters <http://www.economist.com/images/20011027/4301WW1.jpg>

Two Washington postal workers, from the office that handled the contaminated letter sent to Tom Daschle, the Senate majority leader, died from inhalation anthrax, the most deadly form of the disease. Several other workers from the same office were suspected of having the disease, as was a worker from a sorting office in Trenton, New Jersey. Mass testing of postal workers began in Washington, DC, New Jersey and New York.

See article: Coping with the anthrax outbreak <http://TheEconomist.s.maildart.net/link_31723_6557507_2_80065724_60423391_1_4c>  E+ <http://www.economist.com/images/dingbats/e5.gif>

Anthrax spores were also found in a military building that handles mail addressed to the White House. John Potter, the postmaster-general, said he could not guarantee that any American mail was safe.

See article: The postal service's troubles <http://TheEconomist.s.maildart.net/link_31722_6557507_2_80065724_60423391_1_4b>

Canada relented after threatening to circumvent a patent on Cipro, an antibiotic for the treatment of anthrax, and obtain supplies from a generic-drug company. Bayer, Cipro's maker, agreed to provide as much of the drug as Canada needed to allay public fears. The United States threatened to override the patent if Bayer did not drop its prices-which it then did.

See article: Patents, anthrax and antibiotics <http://TheEconomist.s.maildart.net/link_31721_6557507_2_80065724_60423391_1_4a>  E+ <http://www.economist.com/images/dingbats/e5.gif>

The House of Representatives approved the president's anti-terrorism measures, which will now be taken up by the Senate.

Israel defiant

In a ferocious week-long assault that claimed more than 40 Palestinian lives, Israeli tanks and infantry reoccupied parts of six Palestinian-controlled cities. The declared aim was to arrest militants, including the group that killed an Israeli minister last week. America brusquely demanded that the tanks be withdrawn. The Israelis took their time.

See article: Pull back the tanks, says Bush to Sharon <http://TheEconomist.s.maildart.net/link_31729_6557507_2_80065724_60423391_1_52>  E+ <http://www.economist.com/images/dingbats/e5.gif>

After militants in central Nigeria killed 19 soldiers, armed men in civilian clothing attacked four villages, killing some 200 people. The army denied responsibility. Renegade soldiers are suspected.

A group of Commonwealth ministers visited Zimbabwe to investigate whether the government had acted on promises, made last month at a meeting in Nigeria, to end farm invasions and restore the rule of law. Few expected them to come up with a positive answer. Amnesty International reported that government-backed murders were increasing.

A South African mob attacked hundreds of Zimbabwean immigrants living in shacks near Johannesburg, accusing them of stealing jobs, and of various crimes. Hostility towards Zimbabweans has been rising across the country.

The fatal shore

At least 350 people, mostly Iraqi asylum-seekers, died when their overladen boat sank after leaving Indonesia bound for Australia. Australia said it had identified an Egyptian in Jakarta who had organised the voyage.

Thirteen people died in shooting incidents in Indian Kashmir, bringing to at least 150 the toll since militant protest flared after America started bombing Afghanistan. In a separate development, 20 Pakistanis training in Afghanistan for operations in Kashmir were reported killed by American bombs.

Innocent and guilty

Under heavy pressure from America and its own political wing, the Provisional (ie, mainstream) IRA began putting some of its weapons "beyond use". No details or numbers, but Northern Ireland's first minister, David Trimble, gave the news a hearty welcome.

See article: The IRA has put the peace process back on track <http://TheEconomist.s.maildart.net/link_31728_6557507_2_80065724_60423391_1_51>  E+ <http://www.economist.com/images/dingbats/e5.gif>

Britain's government eased the country's drug laws. Possessing small amounts of cannabis will no longer result in arrest and medicinal use is likely to be sanctioned.

See article: Britain's liberties <http://TheEconomist.s.maildart.net/link_31727_6557507_2_80065724_60423391_1_50>

	 AP <http://www.economist.com/images/20011027/4301WW2.jpg>

Italy's final appeals court cleared the prime minister, Silvio Berlusconi, of involvement in bribing tax inspectors dealing with three companies in his Fininvest group. However, the court found several Fininvest managers guilty for their role in the bribery.

In Berlin, the Democratic Socialists-heirs of the communists who ran East Germany for the Russians-took 23% of the vote in the election for a new state administration.

See article: Ex-communists near power in Berlin <http://TheEconomist.s.maildart.net/link_31733_6557507_2_80065724_60423391_1_4d>  E+ <http://www.economist.com/images/dingbats/e5.gif>

Macedonia's official police began patrolling areas formerly controlled by ethnic-Albanian guerrillas. Hardly had they left one village than its police station was blown up. Bad news for the peace deal, still not put into law by the parliament.

See article: A bombshell in Macedonia <http://TheEconomist.s.maildart.net/link_31732_6557507_2_80065724_60423391_1_4c>  E+ <http://www.economist.com/images/dingbats/e5.gif>

In Galicia, Spain's north-western province, over 50% of the vote in a regional election went to the governing People's Party, ensuring a fourth consecutive term as premier for its leader, Manuel Fraga.

See article: Charlemagne: Manuel Fraga, premier of Galicia <http://TheEconomist.s.maildart.net/link_31731_6557507_2_80065724_60423391_1_4b>  E+ <http://www.economist.com/images/dingbats/e5.gif>

Two trucks crashed head-on and caught fire in Switzerland's St Gotthard road tunnel. Ten people died and more than 80 are still missing.

Swap or default?

Domingo Cavallo, Argentina's economy minister, made an unannounced visit to New York, apparently to try to persuade bankers of the virtues of a debt swap that rating agencies say may amount to a default. The government held back planned economic measures, after talks with provincial governors over budget cuts dragged on.

After 30 years of debate, Mexico's transport ministry at last decided on the site for a new international airport for Mexico city. It will be built on the dried-up bed of Lake Texcoco. The city's mayor said he would challenge the decision in the courts.

See article: Mexico's overdue new airport <http://TheEconomist.s.maildart.net/link_31734_6557507_2_80065724_60423391_1_4e>  E+ <http://www.economist.com/images/dingbats/e5.gif>

A leading human-rights lawyer was murdered in Mexico. Investigators suspected the army of being behind her death.

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Ami,
We need to make sure that there is a nom (even if 0 with always send) for
Conroe (Sitara Deal 70222) for every month.  Entex has volume there every
month, but in Nov there was no nom set up.
HC


We have received an executed Letter Agreement in connection with the Interest Rate and Currency Exchange Agreement dated as of April 5, 1994 between ENA and The Chase Manhattan Bank  ("Chase") (the "Chase Agreement") and the Master Energy Price Swap Agreement dated as of May 28, 1992 between ENA and Morgan Guaranty Trust Company of New York ("Morgan") (the "Morgan Agreement").  On November 10, 2001 (the "Merger Date"), Morgan will merge with and into Chase and will operate under the name JP Morgan Chase Bank.

Upon the Merger Date (1) JP Morgan Chase Bank will succeed to all rights and obligations of Chase and Morgan, (2) all outstanding transactions between ENA and Morgan shall be governed by and subject to the Chase Agreement, and (3)  the Morgan Agreement shall be terminated.

Copies will be distributed.

Samantha M. Boyd
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803
Houston, Texas 77002
Ph:  (713) 853-9188
Fax:  (713) 646-3490


Jaime:
Please see the below comment from our counsel re your marketing materials

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 07/05/2000 08:38 AM -----

	"Pablo Perezalonso" <pperezalonso@rhm.com.mx>
	06/30/2000 07:20 PM

		 To: Carol.St.Clair@enron.com
		 cc: JRazguzman@rhm.com.mx
		 Subject: Re: Update

Carol
 I have reviewed the marketing materials. In general terms, they are
acceptable. I would only include a provision stating that the services would
be provided to the extent that no Mexican law or regulation is violated.

Regards
>>> "Carol St Clair" <Carol.St.Clair@enron.com> 06/30/00 10:44AM >>>

Pablo and Jose:
Thanks for the update.  Based on the marketing information that you received
from us yesterday, are there any restrictions on our folks in Mexico going
forward with their marketing efforts?  If so, please advise.  Prior to
receiving
you written advice, would it be possible to schedule a call maybe on Wednesday
of next week with myself and Jaime so that we can at least outline any
potential
online issues, both in connection with our marketing efforts and in connection
with the online documents that you are reviewing? I am available anytime after
2:30 (Houston time) on Wednesday and I am wide open on Thursday.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com

Pablo Perezalonso Egu?a
Ritch, Heather y Mueller, S.C.
pperezalonso@rhm.com.mx
tel: (52) 5-2076533


Cheryl,

The counterparties with which ENA currently sales gas are:

City of Brazoria
Central Illinois Light Company
D & H Gas Company, Inc.
Markham Gas
Merit Energy Partners
Praxair
Reliant Energy - Entex
Reliant Energy - HL&P
Southern Union Company
Texas Utilities Fuel Company (Now TXU Fuel Co)
Union Carbide Corporation
Unit Gas Transmission Company Inc

ENA has transacted with the other companies listed below, but that will most
likely not happen again.  (HPL will trade with those counterparties.)

All ENA trades on HPL will be in Sitara.  We have reports which can be
generated out of CPR that can list all deals by counterparty for ENA.  Let me
know if you need something like that.

Let me know if you have any other questions.

D

	Cheryl D King
	05/10/2000 08:42 AM

Sent by: Cheryl Dudley
To: Brenda F Herod/HOU/ECT@ECT
cc: Daren J Farmer/HOU/ECT@ECT, Mary M Smith/HOU/ECT@ECT
Subject: ENA Sales on HPL

Just to update you on this project's status:

Based on a new report that Scott Mills ran for me from Sitara, I have come up
with the following counterparties as the ones to which ENA is selling gas off
of HPL's pipe.

Altrade Transaction, L.L.C.   Gulf Gas Utilities Company
Brazoria, City of     Panther Pipeline, Inc.
Central Illinois Light Company   Praxair, Inc.
Central Power and Light Company  Reliant Energy - Entex
CES - Equistar Chemicals, LP   Reliant Energy - HL&P
Central Illinois Light Company  Southern Union Company
D & H Gas Company, Inc.   Texas Utilities Fuel Company
Duke Energy Field Services, Inc.  TXU Gas Distribution
Entex Gas Marketing Company   Union Carbide Corporation
Equistar Chemicals, LP    Unit Gas Transmission Company Inc.

Since I'm not sure exactly what gets entered into Sitara, Pat Clynes
suggested that I check with Daren Farmer to make sure that I'm not missing
something (which I did below).  While I am waiting for a response from him
and/or Mary Smith, I will begin gathering the contractual volumes under the
above contracts.

---------------------- Forwarded by Cheryl Dudley/HOU/ECT on 05/10/2000 07:56
AM ---------------------------

	Cheryl D King
	05/08/2000 04:11 PM

Sent by: Cheryl Dudley
To: Daren J Farmer/HOU/ECT@ECT, Mary M Smith/HOU/ECT@ECT
cc:
Subject: ENA Sales on HPL

I am working on a project for Brenda Herod & was wondering if one of you
could tell me if I'm on the right track & if this will get everything for
which she is looking.

She is trying to draft a long-term transport/storage agreement between ENA &
HPLC which will allow ENA to move the gas to their markets.  In order to
accomplish this, she needs to know all of the Sales to customers that ENA is
doing off of HPL's pipe.

I had Scott Mills run a report from Sitara showing all ENA Buy/Sell Activity
on HPL since 7/99.  If I eliminate the Buys & the desk-to-desk deals, will
this give me everything that I need?

Are there buy/sell deals done with ENA on HPL's pipe that wouldn't show up in
Sitara?  Someone mentioned something about deals where HPL transports the gas
on it's own behalf then ENA sells it to a customer at that same spot  --
?????  Do deals like that happen? Would they show up in Sitara?

Is there anything else that I'm missing?  I'm not real familiar with how some
of these deals happen nowadays so am very receptive to any
ideas/suggestions/help that you can offer !!!

Thanks in advance.


----- Forwarded by Sara Shackleton/HOU/ECT on 09/18/2000 11:16 AM -----

	"Didier, Jacqueline" <jacqueline.didier@csfb.com>
	09/15/2000 04:58 PM

		 To: "'sara.shackleton@enron.com'" <sara.shackleton@enron.com>
		 cc: "De Dalmas, Guillaume" <guillaume.dedalmas@csfb.com>
		 Subject: Execution copies - Enron PrimeTrade Agreement

[INFO] -- Content Manager:
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,
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print, or copy any part of this message if you are not the intended
recipient. CREDIT SUISSE GROUP and each of its subsidiaries each reserve
the right to monitor all e-mail communications through its networks.
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Unless otherwise stated, any pricing information given in this message
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deal at any price quoted.
Any reference to the terms of executed transactions should be treated as
preliminary only and subject to our formal written confirmation.

Thanks for having these signed  and sending back copies by courier, as well
as signature pages by  fax.
?
Speak with you on  Monday.
?

Jacqueline  Didier
Legal and Compliance  Department
CREDIT | FIRST
SUISSE | BOSTON
Phone: 212-325-4129
Fax: 212-325-8282

 - 003680684.DOC
 - Didier, Jacqueline.vcf


Start Date: 4/8/01; HourAhead hour: 9;  No ancillary schedules awarded.
Variances detected.
Variances detected in Energy Import/Export schedule.
Variances detected in SC Trades schedule.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001040809.txt

---- Energy Import/Export Schedule ----
$$$ Variance found in table tblINTCHG_IMPEXP.
     Details: (Hour: 9 / Preferred:  12.00 / Final:  11.98)
  TRANS_TYPE: FINAL
  SC_ID: ECTRT
  MKT_TYPE: 2
  TRANS_DATE: 4/8/01
  TIE_POINT: PVERDE_5_DEVERS
  INTERCHG_ID: EPMI_CISO_SKEETER
  ENGY_TYPE: WHEEL

---- SC Trades Schedule ----
$$$ Variance found in table tblInt_Interchange.
     Details: (Hour: 9 / Preferred: 100.00 / Final:  99.97)
  TRANS_TYPE: FINAL
  SC_ID: EPMI
  MKT_TYPE: 2
  TRANS_DATE: 4/8/01
  TRADING_SC: ECH1
  PNT_OF_INTRC: NP15
  SCHED_TYPE: ENGY
  PURCH_SALE: 2
  DEAL_NO: 1


Thanks, I have what i need.  I'm working on a project with McKinsey regarding
the accleration of new businesses, so I wanted to look at some examples of
employee-driven business creation.

	Sarah Palmer@ECT
	11/20/2000 04:11 PM

		 To: Steven J Kean/NA/Enron@Enron
		 cc:
		 Subject: ThinkBank - Idea Vault

Steve, I just wanted to assure that you had everything you needed from the
Idea Vault.  Let me know if you need more print outs of the ideas as several
more have been entered in the past few days.  One thing I did forget to ask
you -- what were the print outs for?!  I need to enter it into my usage
statistics/measurements file.

Sarah.


Here are the people who handle confirms in Houston:

Melissa Ann Murphy
Sharen Cason
Kim Hundl

EB 3115
1400 Smith Street
Houston, Texas 77002

Hope that helps! Let me know if you need anything else.

Kate


Attached is the Mangement Report for 02/18/00.

External Trading

 Total  18-Feb-00  To Date

 Number of Transactions   699   30,388
 Gross Notional Value $   192,913,064   9,749,624,065

 Revenue from Physical flows to date ($)    333,580,641

 Number of New Counterparties transacting today    3
 Number of Counterparties having transacted to date    218

 N.A. Gas

 Number of Transactions   548   25,291
 Volume of Transactions (mmbtu's)   118,238,922   4,990,417,332
 Gross Notional Value $   144,868,312   7,933,246,895

 UK Gas

 Number of Transactions   33   1,591
 Volume of Transactions (mmbtu's)   5,512,500   191,724,000
 Gross Notional Value $   10,771,621   380,502,130

 Belgium Gas

 Number of Transactions   -     71
 Volume of Transactions (mmbtu's)   -     14,640,000
 Gross Notional Value $   -     28,545,005

 U.S. Power

 Number of Transactions   81   2,502
 Volume of Transactions (MWh's)   671,319   19,401,547
 Gross Notional Value $   26,165,741   676,711,097

 UK Power

 Number of Transactions   4   129
 Volume of Transactions (MWh's)   58,800   5,464,024
 Gross Notional Value $   2,048,033   214,586,916

 Swiss Power

 Number of Transactions   -     20
 Volume of Transactions (MWh's)   -     35,653
 Gross Notional Value $   -     807,843

 German Power

 Number of Transactions   5   105
 Volume of Transactions (MWh's)   48,938   921,769
 Gross Notional Value $   941,189   17,426,556

 Spanish Power

 Number of Transactions   -     2
 Volume of Transactions (MWh's)   -     4,805,154
 Gross Notional Value $   -     262,080

 Norwegian Power

 Number of Transactions   7   77
 Volume of Transactions (MWh's)   138,768   1,415,304
 Gross Notional Value $   2,092,633   20,873,241

 Crude & Products

 Number of Transactions   5   224
 Volume of Transactions (BBl's)   232,000   24,950,697
 Gross Notional Value $   521,715   351,858,681

 Petchems

 Number of Transactions   -     33
 Volume of Transactions    -     288,000
 Gross Notional Value $   -     30,272,900

 LPG

 Number of Transactions   14   125
 Volume of Transactions (BBl's)   144,000   1,408,000
 Gross Notional Value $   5,158,000   48,445,000

 U.S. Coal

 Number of Transactions   -     73
 Volume of Transactions (st)   -     2,033,325
 Gross Notional Value $   -     25,548,683

 U.S. Pulp & Paper

 Number of Transactions   -     4
 Volume of Transactions (st)   -     2,550
 Gross Notional Value $   -     1,500,750

 Emmissions

 Number of Transactions   1   58
 Volume of Transactions   2,500   145,000
 Gross Notional Value $   345,000   18,982,650

 U.S. Weather

 Number of Transactions   1   83
 Volume of Transactions    1   88
 Gross Notional Value $   820   53,639

 UK Weather

 Number of Transactions   -     6
 Volume of Transactions    -     6
 Gross Notional Value $   -     1,688

 Number of Users Logging onto EnronOnline:
 External Users with Execution rights    798
 External Users with No Execution Rights    93

 Internal Trading
 18-Feb-00  To Date
 Gas

 Number of Transactions   47   1,963
 Volume of Transactions (mmbtu's)   25,021,919   776,982,725
 Gross Notional Value $   45,908,000   1,285,300,657

 Power

 Number of Transactions   -     32
 Volume of Transactions (MWh's)   -     440,440
 Gross Notional Value $   -     15,479,584

 Coal

 Number of Transactions   -     -
 Volume of Transactions (st)   -     -
 Gross Notional Value $   -     -

 Emmissions

 Number of Transactions   -     -
 Volume of Transactions (st)   -     -
 Gross Notional Value $   -     -

 Total

 Number of Transactions   47   1,995
 Gross Notional Value $   45,908,000   1,300,780,241

Regards,

Louise


When is the hearing and what is the likelihood of it going forward on that date?
 -----Original Message-----
From: 	"Charna Sherman" <cesherman@hahnlaw.com>@ENRON [mailto:IMCEANOTES-+22Charna+20Sherman+22+20+3Ccesherman+40hahnlaw+2Ecom+3E+40ENRON@ENRON.com]
Sent:	Monday, July 23, 2001 1:49 PM
To:	showard@agsk.com; White, Bonnie; Sanders, Richard B.
Cc:	Dave Weiner; David Michalski; David Finch
Subject:	plaintiff's opposition briefs in the schultes matter

on Friday, plaintiff filed two briefs: one omnibus brief in oppostion to all of the substantive motions filed by all of the defendants, and another brief in opposition to the 2 sanctions motions, one filed by us and the other by mcdonald.  the briefs are littered with expressions of indignation and outrage, and dwell on plaintiff's counsel's condemnation of large firms and large clients willing to expend any amount of money and hours to bury the plaintiff - and the court - in paper.  as to actual substance, the briefs are very light, as well as confusing.

specifically w/r to the issues raised by the enron motions, plaintiff presumably took the omnibus approach to further blur the distinctions between the defendants, and obscure the fact that he didn't make particular allegations about any enron conduct. obviously, this will be a core focus of our response.

copies will be fed ex'd to you all overnight.   if you have any comments, reactions, or suggestions, please call.  otherwise we hope to have  draft replies to you all by the end of the week.  our filing date is a week from today.

Charna E. Sherman
Hahn Loeser & Parks  LLP
cesherman@hahnlaw.com
216-274-2556 (voice)
216-274-2555 (fax)

**************************************************
This transmission contains confidential
information intended only for the addressee(s).
If you are not the intended recipient,
any use, dissemination, distribution or
copying of this document or its contents
is strictly prohibited.
**********************


Start Date: 3/5/01; HourAhead hour: 3;  No ancillary schedules awarded.  No
variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001030503.txt


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Don,

Sorry for the late notice, but I need to reschedule the meeting we have set
up for tomorrow.  I can meet later in the day tomorrow or Friday afternoon at
around 2:30 or later.

Let me know if you are available.

Thanks,

Eric,
x3-0977

Don Black@ENRON
12/01/2000 06:20 AM
To: Eric Bass/HOU/ECT@ECT, Tracee Bersani/HOU/ECT@ECT, Ilan
Caplan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Gautam Gupta/HOU/ECT@ECT, John
Howton/HOU/ECT@ect, Seth Hurwitz/Corp/Enron@Enron, Steve
Jacobellis/NA/Enron@Enron, Ricardo Lisboa/SA/Enron@Enron, Ying
Liu/NA/Enron@ENRON, Kenneth Shulklapper/HOU/ECT@ECT, Chu Chu
Wang/Corp/Enron@Enron, Nathan Will/Enron Communications@Enron Communications,
Virawan Yawapongsiri/NA/Enron@ENRON, Jennifer Newbrough@ECT
cc:
Subject: Rap mtg. Schedule

Here is the schedule

Thursday 7th Dec.

10:30  Tracee Bersani
12:30  Gautam Gupta
1:30  Nathan Will
2:30  Eric Bass
3:30  Steve Jacobellis
4:30  Virawan Yawapongsiri
5:30  Kenneth Shulklapper

Friday 8th Dec.

9:00  Ying Lin
10:00  John Howton

Monday 11th Dec.

8:00  Seth Hurwitz

Need response from IIan Caplan and Jennifer Newbrough as to availability.  I
will contact Ricardo to schedule a phone interview.

Remember to send me the following as soon as possible, but definately before
we meet;

Education
Brief job history (non-ene)
Rotations at Enron and to whom you reported
Current job description (projects underway, etc.)
Accomplishments this year (include 1st half)
Name of supervisor that can comment best on your year

Thanks


Jerry -
My trader,  Eric,  was able to sell the he 7-11 5 mw's for $14.

Please see the attached:

JMF


Last week you received the email announcing Enron's executive solicitation.
The process for donating is very easy by simply clicking on the United Way
link.  I did it myself!  Please make your donation this week and thank you to
those that have already pledged.

The Enron kick-off is next Wed and I ask you to encourage your groups to give
to this worthy cause.

Thanks.

Reminder - United Way Breakfast

Please RSVP if you have not already done so.

Date:  Thursday, August 3, 2000 (hosted by Joe Sutton)
   or
  Friday, August 4, 2000 (hosted by Jeff Skilling)
Time:  7:45-9:00 a.m.
Location: DePelchin Children,s Center
  100 Sandman (near Memorial and Shepherd intersection)
RSVP:  Reply directly to this email or call Jessica Nunez, 853-1918 by
Monday, July 31

Transportation:    Bus will depart from the Enron Building (Andrews Street
side) promptly at 7:30 a.m.  Bus transportation is encouraged, due to limited
onsite parking. However, if you should need to drive, directions to DePelchin
are below.

EXECUTIVE SOLICITATION

Executive Solicitation kicked-off on July 24 and is well underway. As you
know, participation by Enron,s executive team is vital to the success of the
campaign.  To make your contribution, please click on the United Way link,
http://unitedway.enron.com or go directly to Internet Explorer or Netscape
and type in http://unitedway.enron.com in the address field.  Either option
should take you to Enron,s United Way 2000 Campaign site where you should be
able to make your pledge within minutes.  Please call Kathy Mayfield, Enron,s
Campaign Coordinator at 713/853-3264 if you have difficulties at all
accessing the site.

We look forward to seeing you next week!

Directions to DePelchin Children,s Center ) 100 Sandman (713-861-8136)

From Downtown Houston
? Take Prairie (which turns into Memorial) or Allen Parkway WEST to Shepherd.
? Turn RIGHT on Shepherd.
? Turn LEFT on Feagan (which is the first light after Memorial.)
? Turn LEFT on Sandman and drive down a couple of blocks.

From the Galleria Area
? Take 610 North to the Woodway/Memorial Exit. Exit and turn RIGHT on Woodway.
? Woodway will turn into Memorial and stay on Memorial until you see the
Shepherd exit.
? Exit Shepherd and turn LEFT on Shepherd.
? Turn LEFT on Feagan (which is the first light after Memorial.)
? Turn LEFT on Sandman and drive down a couple of blocks.

From North of Downtown
? Take 45 or 59 SOUTH to I-10.  Go WEST on I-10.
? Take the Shepherd/Durham exit and go through the Shepherd intersection to
Durham.  Go SOUTH or LEFT under the freeway on Durham.
? Turn RIGHT on Feagan (which will be a light.)
? Turn LEFT on Sandman and drive down a couple of blocks.


What about turbine #30 gearbox?

Ben

	Kurt.Anderson@enron.com

	03/07/02 12:18 PM
		? ? ? ?
		? ? ? ? To: ? ? ? ?bmgivens@aep.com, Mark.Fisher@enron.com
		? ? ? ? cc: ? ? ? ?Bo.Thisted@enron.com, Jeff.Maurer@enron.com,
Mike.Abbott@enron.com, Danielle.Lewis@enron.com
		? ? ? ? Subject: ? ? ? ?Data Acquisition/Flender Gearbox

Ben, confirming our conversation earlier today regarding the two items
below,

Mark Fisher, a Data Analyst in our Information Services group is available
on Friday March 8, at 1:30 PST to address your questions regarding the
downloading of data from SCADA. Mark and I will contact you in your office
at 3:30CST.

Regarding the defective Eickoff gearbox on WTG #79 at Trent Mesa, today EWC
will ship a replacement Flender gearbox to Trent Mesa from our Tehachapi
location. It is our plan to install this gearbox in place of the defective
Eickoff gearbox and return the turbine to operational status as soon as
possible.

Regards

Kurt

**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate and
may contain confidential and privileged material for the sole use of the
intended recipient (s). Any review, use, distribution or disclosure by others
is strictly prohibited. If you are not the intended recipient (or authorized
to receive for the recipient), please contact the sender or reply to Enron
Corp. at enron.messaging.administration@enron.com and delete all copies of
the message. This e-mail (and any attachments hereto) are not intended to be
an offer (or an acceptance) and do not create or evidence a binding and
enforceable contract between Enron Corp. (or any of its affiliates) and the
intended recipient or any other party, and may not be relied on by anyone as
the basis of a contract by estoppel or otherwise. Thank you.
**********************************************************************


The attached deal list are the deals behind those contracts, for those deals that are currently not included in the bankruptcy books. Please note that there are still several deals that I am trying to reconcile back to Sitara numbers. Assuming that I can do so, I will send supplemental information tomorrow afternoon.

Please feel free to contact me if you have any additional questions or concerns.

Thank you,
Cyndie
ext. 3-1443


---------------------- Forwarded by Kay Mann/Corp/Enron on 03/14/2001 11:37
AM ---------------------------

TJ Butler
03/14/2001 11:36 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Re: kayak

Yes, I do still have it.  It is located close to the Southwest Freeway(59
South) and Weslayan.

tjb
x54698


broker is right - changed to Coral

Kerri Thompson@ENRON
03/08/2001 01:44 PM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: natsource checkout

541368
broker has coral for the cp

missing deals for mike:

buy idaho
Q3
25 mw
280.00
mid c
light load

sell aep
Q3
25 mw
290.00
mid c
light load


Hi Vonda

Even though, I know I'll probably be at a disadvantage because of my notification deadline, I'll try again on the S. Texas piece.
If my memory serves me right, you were looking for a daily call option on the S.Texas piece.

Enron offers the following:

Period:				November, 2001 - March, 2002

Region:				Trunkline South Texas Pool

Volume:			10,000 MMBtu/d

Demand Charge:		$0.0425 per MMBtu for the above referenced time period times
				the volume, for the right to receive the volumes on a daily
				basis at the Trunkline S. Texas " Gas Daily Daily" price.

Notification Time:		7:30 a.m.

Thanks


Kay, try and schedule me in
---------------------- Forwarded by David W Delainey/HOU/ECT on 05/17/2000
08:25 PM ---------------------------
From: Ginger Dernehl@EES on 05/17/2000 02:04 PM
To: Mark Frevert/NA/Enron@Enron, David W Delainey/HOU/ECT@ECT
cc: Kay Chapman/HOU/ECT@ECT, Nicki Daw/NA/Enron@Enron, Jennifer
Burns/HOU/ECT@ECT
Subject: Wholesale Marketing Issues Meeting

FYI - a meeting has been scheduled for May 30 regarding the above subject.
If your schedule permits, please feel free to attend.  Also, I am in the
process of locating a different room for this meeting.  I will keep you
informed of the change.

Thanks and please call if you have any questions.

gngr
---------------------- Forwarded by Ginger Dernehl/HOU/EES on 05/17/2000
01:44 PM ---------------------------

	Enron Energy Services

	From:  Ginger Dernehl                           05/17/2000 11:52 AM
	Phone No: 713 853-7751

To: Robin Kittel/HOU/EES@EES, Paul Kaufman/PDX/ECT@ECT, Janine
Migden/DUB/EES@EES, Steve Montovano/DUB/EES@EES, Joe
Hartsoe/Corp/Enron@ENRON, Sarah Novosel/Corp/Enron@ENRON, Kevin M
Presto/HOU/ECT@ECT, John J Lavorato/Corp/Enron@Enron, Richard
Shapiro/HOU/EES@EES, Steven J Kean/HOU/EES@EES
cc: Geriann Warner/HOU/EES@EES, Lysa Akin/PDX/ECT@ECT, Laurie
Knight/DUB/EES@EES, Chauncey Hood/DUB/EES@EES, Bernadette
Hawkins/Corp/Enron@ENRON, Tamara Jae Black/HOU/ECT@ECT, Kimberly
Hillis/HOU/ECT@ect, Maureen McVicker/HOU/EES@EES
Subject: Wholesale Marketing Issues Meeting

I have confirmed a date and time with all involved for the above "subject"
meeting.  Please note the date and time on your schedules.  Also, dinner will
be ordered for this meeting.

Date:  May 30, 2000
Time:  4pm-8pm
Location: EB47C1

Assistants: Thanks for all of your help in scheduling this meeting, I really
appreciate it and please call me if you have any further questions.

gngr


Attached is a newly revised Credit Watch listing.  If there are any personnel
in your group that were not included in this distribution, please insure that
they receive a copy of this report.

To add additional people to this distribution, or if this report has been
sent to you in error, please contact Russell Diamond at x5-7095.

For other questions, please contact Bill Bradford at x3-3831, Brant Reves at
x3-9897, Russell Diamond at 5-7095, or the Global Hotline at x3-1803.


Chris,

Hopefully the following points should answer your questions. Feel free to
call me (34292) if you still have any question.

Yvan

1_  We will value Teco as a series of hourly Spread options.
Legitimate points of concern:
a) Are we valuing an index deal or a physical deal?
  b) If it is a physical deal can the plant realistically react on an hourly
basis?

Answer: The deal Enron enters into is based on an spread between PJM index
and the appropriate OIL curve (New York Harbor + basis). However, the trigger
for the default of the contract (which is really what we are concerned with)
is a function of the plant cash flows compared to the debt level. The plant
cash flows depend on the physical operations of the plant and its capacity to
dispatch during the most expensive hours of the year. Therefore the question
of whether the plant can or cannot ramp up quickly enough to dispatch
economically is very pertinent to our valuation.
I would argue that the plant will always (or almost always) be able to
dispatch economically for the following 2 reasons. In the first place, its
operational ramp up time is only 10 minutes. Secondly, the scalar curve we
use is fairly well behaved and doesn,t swing around a mean position (see
graph below), hence allowing sufficient preparation for the dispatchers. The
chances of dispatchers being caught by surprise when prices spike up or down
should therefore be relatively small, and the plant should be able to follow
the real time prices pretty well.

2_ The power curve we use is PJM west. Even though the plant is located in
the south east end of PJM (i.e. the del Marva peninsula), we prefer not to
use the east curve which is too thinly traded to be meaningful.

4_ So far we have only used monthly vol for power. Should we start using
daily vol as well, then the blending formula would be:
'fvol = Sqr((dblMvol * dblMvol * (jDate - jToday) + dblDvol * dblDvol * 15) /
(jDate - jToday + 15))

with  jDate the first of the considered month of dispatch
 dblMvol the monthly vol
 dblDvol the daily vol

6_ We are assuming 50% flat correlation for 20 years (a much more
conservative assumption than 15%). However we run sensitivities where the
correlation goes from 30% to 70%.

7_ Yes, we are deducting all operative expenses from the valuation.
Origination is currently trying to reconcile the differences in operations
expenses between their numbers and those used by credits.

8_ The valuation model (coded by Alex Huang, Research) is based on a
bidimensional tree, and therefore doesn,t use the SPRDOPT function. However,
we checked that the SPRDOPT function from the structuring model and the tree
based model yielded the same values for the spread option.

9_ The strike for the spread option is the sum of the OIL price + the VOM.

******************************************************************************
******************************************************************************
*********************888

Please send me an excel spreadsheet which depicts the value that you see
associated with the heat rate spread option.  I want to make sure that I
understand exactly how you propose valuing the transaction and how this value
would be booked.  As such, please provide the following detail:

Will we be valuing/booking a series of monthly call options or a series of
daily call options?
What power curve are we valuing the deal against - PJM East or West Hub?
Please send me the current fuel curve that you are converting to $/MWh to
value the deal?
What volatilities are you using to value the options - monthly volatilities
or intra-day volatilities or a blend of the two (if blending please show me
what formula you using to blend the two vols)?
What expiration date are you using, i.e.: for monthly call options the 15th
of the relevant month, and for daily options?
What correlation are you assuming, 15% flat for twenty years?
Are you deducting all operating expenses from the value of the option?
Are you using the "SPRDOPT" Exotic Options function to value the option?
Are you using the $/MWh VOM dollar amount as your strike?
Has Don provided the fixed payment stream?  This stream should be covering
both P&I and not just principal.

Yvan, and Ben, please provide answers to these question via written
correspondence so that their is limited probability of misunderstanding.
Thank you both very much for your time and help thus far.  Furthermore, I
would like to reiterate that RAC's goal, prior to quoting any credit reserve,
is to be 100% confident that: (i) the methodology that is being employed is
consistent among the internal groups; and (ii) the inherent value of the
price risk management contracts matches.  This enables RAC to manage the
associated risk during the life of the transaction both effectively and
appropriately.

Regards,

Christopher


Where's my BHP doc????????????


The Telephony Team performed maintenance over the weekend which impacted the user voicemail that moved from 3AC.  Although the Telephony Group is working on restoring the voicemail the problem may not be resolved before Friday.

ETS Solution Center - Houston, at 713-345-4745
ETS Solution Center - Omaha, at 402-398-7454


Dear Casey:

John will be out of office today.  He asked me to call you if today will be the day we

run the calcs for 12/31 vs 11/30
-> run liqudations for december
-> create dpr as of 12/31

Also, if there is anything we can do up here, please let me know.

Thanks,

Fran
503.464.7973


Let's talk about it.  Mark


Tana:

DTE Coal Services Inc. should be restricted by legal since they are
restricted by Credit.

The other 2 entities are okay to trade U.S. power with Sithe to trade
pursuant to on-line GTCs with collateral.

Leslie


The attached bullets give real-life examples that people will understand.  I
also told Karen Denne to reference the bullets at the beginning of our motion
if she needs to know what we're requesting at FERC.  Please notify Karen and
me if you see any problems with the message.
---------------------- Forwarded by Mary Hain/HOU/ECT on 10/20/2000 02:25 PM
---------------------------

	Enron Capital & Trade Resources Corp.

	From:  "Seabron Adamson" <seabron.adamson@frontier-economics.com>
              10/20/2000 02:08 PM

To: <Mary.Hain@enron.com>
cc: <kdenne@enron.com>
Subject: Layman's Summary of FERC White Paper

Mary:

Please find attached a bried one page summary of the FERC White Paper, as
discussed. I have tried to make it simple and with analogies that are
comprehensible to the press, etc.

Seab

This e-mail, and any attachments thereto, is intended only for use by the
addressee(s) named herein and may contain legally privileged and/or
confidential information.  If you are not the intended recipient of this
e-mail, you are hereby notified that any dissemination, distribution or
copying of this e-mail, and any attachments thereto, is strictly prohibited.
If you have received this e-mail in error, please immediately notify me at
(617) 354-0060 and permanently delete the original and any copy of any
e-mail and any printout thereof.

Seabron Adamson
Frontier Economics Inc
Two Brattle Square
Cambridge, MA 02138 USA
Ph:  (617) 354-0060
Fax: (617) 354-0640
seabron.adamson@frontier-economics.com

 - 00-10-20 SA Summary of White Paper on Completing California's Power
Markets.doc


I am ok with this

---------------------- Forwarded by Hunter S Shively/HOU/ECT on 01/18/2001
04:23 PM ---------------------------

	Enron North America Corp.

	From:  Deirdre McCaffrey                           01/18/2001 09:37 AM

To: Stephanie Sever/HOU/ECT@ECT
cc: Hunter S Shively/HOU/ECT@ECT, Sylvia S Pollan/HOU/ECT@ECT
Subject: Access

Stephanie -

Please grant me view access to the Nymex options.

I would also like access to view and transact for US Gas Piepeline capacity.

If there are any questions, please call - x39685

Deirdre


Mary,
 I see that Phil Bair from JWorthan has responded to Phil DeMoes concerning
the bond term.  No comments were made concerning the legal opinion for the
legal counsel for the bond provider.  I was going to suggest that the
contract language be modified to provide that the Company had a reasonable
amount of time at the end of the lst 5 yr bond term to provide a substitute
bond for the remaining term and that if the Company was able to get a
replacement bond in place before the expiration of such period, no default
would occur.  Can you tell from the letter that Phil Bair is proposing if
their are any other issues that either ENRON or the Bond Provider would have
concerning the terms of the Bond and the Customer's methods of getting
funding thereunder.

******************************************************************************
******************************************************************************
******************************************************************************
**********************************************

This was forwarded to me by Phil DeMoes.

Dan,

Take a look at this letter prepared by our surety provider on the PEAK
pre-pay.  In particular, note the last paragraph.  I'm concerned on the
unwind if there is a default.   We plan to meet tomorrow with Joe Deffner and
Breese tomorrow morning.  Are you available?
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 02/22/2001
11:29 AM ---------------------------

Phil DeMoes
02/21/2001 01:30 PM
To: Mark Breese/HOU/ECT@ECT
cc:

Subject: PEAK Surety Reference Letter

FYI.
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 02/21/2001
01:29 PM ---------------------------

"Phil Bair" <pbair@jwortham.com> on 02/21/2001 01:21:17 PM
To: <phil.demoes@enron.com>
cc: <Joseph.Deffner@enron.com>

Subject: PEAK Surety Reference Letter

Phil-Attached is a first round draft of a reference letter for the PEAK
project.  Please review and let me know what changes are suggested.

I've made calls to several of the major sureties this morning to re-confirm
the availability of long term/non-cancellable bonds.  Five years is the
general ceiling.  We need to be careful  PEAK understands that if the surety
elects not to renew at the end of the first five years, this does not trigger
an automatic demand against the bond.  PEAK should already know the issues
involved from the surety side based on previous negotiations they had with
other energy marketers when this project was negotiated (without success)
last fall.  This is not an Enron issue-it goes to commercial availability.

Call me with your comments.  Thanks.

Philip N. Bair
713-346-1378 (Telephone)
713-520-1260 (Telefax)

 - EnronPeak.doc

******************************************************************************
******************************************************************************
******************************************************************************
**********************************************

This was forwarded to me by Jeff Hodge.

	Jeffrey T Hodge
	02/15/2001 08:47 AM

		 To: Dan J Hyvl/HOU/ECT@ECT
		 cc: Mark Breese/HOU/ECT@ECT
		 Subject: PEAK 2001A RFP

Dan:

Can you handle this for Mark?  I have taken a quick run through and one thing
that I know will cause us problems is the posting of a bond.

Thanks,

Jeff
----- Forwarded by Jeffrey T Hodge/HOU/ECT on 02/15/2001 08:45 AM -----

	Mark Breese
	02/09/2001 10:54 AM

		 To: Jeffrey T Hodge/HOU/ECT@ECT
		 cc:
		 Subject: PEAK 2001A RFP

February 5, 2001

Mr. Phil DeMoes
ENRON

Subject:   The Public Energy Authority of Kentucky
             2001 Long-term Gas Supply Acquisition Proposal

Dear Mr. DeMoes:

The Public Energy Authority of Kentucky ("PEAK") is a non-profit Joint
Action Agency created under the statutes of the Commonwealth of Kentucky to
provide natural gas supply and associated services to municipal gas systems.
PEAK is requesting proposals from natural gas suppliers for the purpose of
meeting its natural gas supply obligation to existing and new Members.
Using the proceeds of its Series 2001 A Taxable Bonds, PEAK will make a
one-time advance payment to the Supplier, for a supply of natural gas for
delivery at Texas Gas Transmission Zone SL and Tennessee Gas Pipeline Zone 1
for specific daily quantities totaling between 34,000 and 53,000 MMBtu over
a ten-year period (approximately 160Bcf).

Please find the attached detailed information regarding the proposed
transaction to assist with your evaluation.  Specifically, the enclosures
include the following:

1. Term Sheet and Request for Proposal
2. Natural Gas Purchase and Sale Agreement ("GPA") between PEAK and the
Supplier
3. Summary of Daily/Monthly Volumes
4. Spreadsheets indicating the Prepay Calculation

PEAK requests a written response via regular mail, courier service or
electronic response by close of business Friday, February 23, 2001.
Responses should be submitted to:

  Public Energy Authority of Kentucky
  Attn: Gerald Ballinger, President and General Manager
  516 Highland Avenue
  P.O. Box 299
  Carrollton, Kentucky 41008
  Phone:  502-732-0991
  Fax: 502-732-8777
  E-mail: ballinger.peak@mindspring.com

If you have any questions regarding this information, please call or e-mail
as noted above.  PEAK greatly appreciates your interest in this Project and
very much looks forward to your response.

Sincerely,

Gerald L. Ballinger
President & General Manager
 <<PEAK2001 1-18 10yr for RFP.xls>>           <<PEAK2000 GPA
10-23-2000.PDF>>        <<PEAK2001 Term Sheet and RFP.doc>>

Judy Radel, Administrative Assistant
Denver Public Finance Department
Banc of America Securities LLC
1-800-861-4506 or (720) 932-1380
(720) 932-1386 (fax)
CO1-001-01-01

 - PEAK2001 1-18 10yr for RFP.xls
 - PEAK2000 GPA 10-23-2000.PDF
 - PEAK2001 Term Sheet and RFP.doc


Reply Message:
Reply from STEVEN KEAN  is Thank you to Jeff.Dasovich@enron.com|Info|Check
email re: talke

Original Message:
Jeff.Dasovich@enron.com|Info|Check email re: talked to Bill Reed; info on
deals in CA; ISO/PX docs.
Best, Jeff


Chris here is the schedule I sent to Molly.  Looks close enough.  Let me know
what you think.

Chris.Germany@enron.com on 10/12/2000 02:07:27 PM
Please respond to Chris.Germany@enron.com

To: Jeff.W.Westover@enron.com, Ernie Simien/CES/ColumbiaGas@COLUMBIAGAS
cc: William.Kelly@enron.com, Don.Kirkindahl@enron.com

Subject: Storage true up

I spoke with Rich yesterday.  He said it would be OK to net the storage
true up invoice from Ernie with the Sep invoice.  I mailed the invoice via
interoffice to Jeff.

There are 6 or 7 deals that ENA billed CES for September that should
probably be billed to New Power.  All of the deals in question are on the
Central desk.

How does the reconciliation look for Jan - June?  Rich said it was his
understanding that these months look good and the adjustments are minimal.

 - enron payment recap.xls


Harassment Avoidance Training

To contribute our personal best at Enron, our conduct must promote respectful and co-operative work relationships.  Workplace harassment conflicts with Enron's vision and values and violates Company policy.  Harassment also can violate federal and state laws.  By understanding what harassment is and its potential harm, we can prevent it in our workplace.

During this training you will:
Be able to recognize harassment
Learn to take precautions against being harassed
Learn to avoid being considered a harasser
Know how to address a situation involving harassment
Learn how harassment prevention is consistent with Enron Values

Go to <http://elm.enron.com> to sign up for the session of your choice.  Harassment Avoidance is listed in the Compliance Category.  If you have problems registering or have any questions, please call 713-853-0357.

The date and times available for sessions are:

Day	Date	Session I	Session II	Session III
Wednesday	Sept 19	1:30 - 2:45	3:00 - 4:15	4:30 - 5:45
Wednesday	Sept 26	1:30 - 2:45	3:00 - 4:15	4:30 - 5:45
Tuesday	Oct 2	1:30 - 2:45	3:00 - 4:15	4:30 - 5:45
Wednesday	Oct 3	1:30 - 2:45	3:00 - 4:15	4:30 - 5:45
Thursday	Oct 4	1:30 - 2:45	3:00 - 4:15	4:30 - 5:45

All training sessions will be held in the LaSalle Room at the Double Tree hotel.  There is a $50 charge for each enrollee/attendee in the training session.

This training is mandatory for all Enron employees.  However, those who have already attended the Enron harassment avoidance training will be offered a refresher course at a later date.


Just wanted to make sure you saw this from Les Rawson concerning Grays Harbor
and Willamette.
-Bill

Beginning immediately Enron has purchased Control Area Reserves service from
BPA.

The allows Services to sell Unit contingent energy as hourly firm since BPA
is suppling reserves for up to 60 Minutes. If Grays Harbor Paper notifies RT
of a unit derate or outage RT should notify BPA dispatch immediately and make
the reduction in the schedule during the next ramp. For example should Grays
unit trip as 1333 RT would notify BPA and the sink that across the top of the
hour for 1400 the schedule would be taken to zero for HE 1400. The bottom
line is that 60 minutes is the maximum time BPA will carry the schedule.

Send me a e-mail concerning any reductions for Grays since the energy would
need to be repaid back within 168 hours.

Also, for May Services sold 10 mw of UC energy to EWEB from Willamette all
hours. As part of this sale Services bought 18 Mw of firm transmission from
PACW to BPAT for all hours. 10Mw of this purchase will be used for the
monthly sale with the remaining 8Mw used for day ahead and hourly sales. The
Assignment Reference # 139990. The cost for this transmission is $2.72 per
hour vs the $5.84 we normally pay for hourly non-firm so hopefully we can
save some money on PAC transmission.

Also, beginning May 1 Services purchased Ancillary Services from PacifiCorp
to allow Willamette's Unit Contingent energy to be sold as 1-hour firm with
reserves. The procedure for dealing with inner hour cuts is similar to Grays
with the exception of not calling PAC RT dispatch. Simply cut or reduce the
schedule at the next ramp and note the derate in a e-mail to Services. This
service adds .43 cents per Mw to the term sale costs. However, this service
applies to Willamette's sales up to 30Mw.

Let me know if there are questions.

Les


Vince --

Please feel free to also call Jeff Dasovich (415-782-7822) in our San
Fransisco office.  He has been very involved in the California market
discussions and presented before FERC during their field hearings.  He knows
the profs you are meeting with and has some great insights into our positions.

Jeff also attended Berkeley as an undergrad and is now attending their
B-school in the evenings.

Thanks.

Jim Steffes

---------------------- Forwarded by James D Steffes/HOU/EES on 09/20/2000
09:33 AM ---------------------------
From: Steven J Kean@ENRON on 09/20/2000 09:21 AM
Sent by: Steven J Kean@ENRON
To: Maureen McVicker/NA/Enron@Enron, James D Steffes/HOU/EES@EES, Elizabeth
Linnell/NA/Enron@Enron
cc: Vince J Kaminski/HOU/ECT@ECT
Subject: Presentation to faculty and students at Berkeley

Maureen -- please send Vince my California testimony and the talking point
presentation for Jeff Skilling at the National Press Club.
Eliz-- keep Vince on the distribution list for the documents we are
generating now to repond to the California situation.
----- Forwarded by Steven J Kean/NA/Enron on 09/20/2000 09:18 AM -----

	Vince J Kaminski@ECT
	09/18/2000 01:26 PM

		 To: Steven J Kean/NA/Enron@Enron
		 cc: Charlene Jackson/Corp/Enron@ENRON, Celeste Roberts/HOU/ECT@ECT, Vince J
Kaminski/HOU/ECT@ECT, Ashley Baxter/Corp/Enron@Enron
		 Subject: Presentation to faculty and students at Berkeley

Steve,

I am a lead recruiter at the University of California at Berkeley for
Enron Analyst/Associate program.

I contacted several friends who work at Berkeley and received an invitation
from one of them to make a presentation at the weekly Faculty Seminar
of the Dept. of Industrial Engineering and Operations Research.

The students and faculty members from the business school will be also
invited.

Berkeley in general, and Department of Industrial Engineering and Operations
Research in
particular, are important centers of academic research on electricity markets
(S. Oren works very closely with Severin Borenstein).

My presentation will focus on the Analyst/Associate program. I shall  also
have
an opportunity to discuss the power markets in California (I expect many
questions) before many experts who are very  important to shaping
public opinion and regulatory agenda.

Please, let me know who in you group could help me in preparing this
presentation
and in presenting  Enron's point of view in a more effective way.

Vince

FYI. The name of my friend who invited me:

Shmuel S. Oren, Professor
Dept. of Industrial Engineering
and Operations Research
4117 Etcheverry Hall
University of California
Berkeley, CA 94720-1777


From Christi Nicolay
---------------------- Forwarded by Linda J Noske/HOU/ECT on 07/05/2001 09:59
AM ---------------------------
From: Joe Connor@ENRON on 07/03/2001 10:29 PM
To: Donna Fulton/Corp/Enron@ENRON
cc: Christi L Nicolay/HOU/ECT@ECT, James D Steffes/NA/Enron@ENRON, Sarah
Novosel/Corp/Enron@ENRON

Subject: Re: Southern  RTO

I would guess that AEC has had a change of heart - since they signed the MOU
with Southern.  I would expect them to withdraw their comments.  I will talk
to Jeff Parrish at AEC and find out what's going on.

I talked to Bob Reilley about the EPSA filing.  He made it sound like it had
just been forgotten in the rush and he didn't seem to have a clear idea about
what EPSA should say in a filing.  That's funny since he drafted the original
document we started talking from.  Anyway, we discussed it again and he
agreed to get back to EPSA and discuss a filing.  The topics would be:
(1) MOUs don't mean much
(2) No real progress has been shown
(3) FERC need to oversee the process
(4) FERC needs to ensure a collaborative process is implemented
I didn't tell Bob that Enron wants to stay out of it, but we talked about it
being better to have EPSA carry the ball when we first started looking at
this.  I think your bringing it up in the EPSA phone call will help.  Let me
know if it looks like Bob is not following up with EPSA.

	Donna Fulton
	07/03/2001 01:18 PM

		 To: Joe Connor/NA/Enron@Enron
		 cc: Christi L Nicolay/HOU/ECT@ECT, James D Steffes/NA/Enron@ENRON, Sarah
Novosel/Corp/Enron@ENRON
		 Subject: Re: Southern  RTO

Joe, I agree with the approach that we should try to get EPSA to file.  I
have spoken with Mark Bennett over at EPSA and he indicated that he hadn't
gotten to it.  Perhaps I should bring it up on the EPSA call this Thursday,
just a gentle reminder.

AEC was the culprit who commented on June 22.  They were extremely negative
about Southern's lack of results in their "attempt" to increase participation
in the RTO.  They said, "Southern suggests no more than the possibility of
another paper 'RTO proposal' by December 15, 2001."  They do ask for a
technical conference by FERC staff and then a settlement judge proceeding
thereafter.

	Joe Connor
	07/02/2001 11:43 AM

		 To: James D Steffes/NA/Enron@Enron, Christi L Nicolay/HOU/ECT@ECT, Sarah
Novosel/Corp/Enron@ENRON, Donna Fulton/Corp/Enron@ENRON
		 cc:
		 Subject: Re: Southern  RTO

I met with Andy Dearman and Bill Newman of Southern on Friday.  They talked
about what is going on with the non-jurisdictional utilities that have signed
a MOU to develop a RTO.  The group has met a couple of times to discuss the
process they will use.  Confidentiality agreements have been signed, so no
details are available, but they have agreed to a voting structure for the
development.  Southern has about one third of the votes (and 65%of the
assets) and it takes at least two other parties agreeing with Southern to
carry a vote.  Southern says they spent a lot of time convincing the other
parties that Southern was not going to run, or dominate, the process.  After
that, Southern said the group started to pull together and get organized for
the development.

They said everyone in the group appeared to be ready to find ways to make the
RTO work and resolve the hurdles the non-jurisdictional utilities have been
expressing with the development of other RTOs.  They said there were some
rough spots that had to be resolved and they couldn't be sure agreement would
be reached, but at this point there was a lot of cooperation.

Andy and Bill wanted to convince me that this was not a delaying tactic by
Southern and they were doing everything possible to ensure that a complete
RTO filing could be ready by 12/15/01.  They also said they thought this is
what Ed Holland wanted to discuss with Steve Kean.

We talked about how other stakeholders could have input to the development.
They said that it was too early to make any commitment, but the group had
started thinking about it and they expected an input process to be available
by late summer.
They said Southern was in favor of some process that would provide
stakeholders the opportunity to look at what was being considered and advise
the development group as early as possible.  They said they understood the
difficulty stakeholders had with the approach Southern used in its initial
filing and wanted to do it different, but they pointed out again that
Southern could not dictate the process that would be allowed by the group.
In the meantime, they said if we wanted to provide position papers on any
part of the RTO development they would make sure the papers were circulated
in the group or we could continue to hold bilateral discussions with them or
other members of the development group.

Jim, I still think it would be worthwhile to have a meeting between Ed and
Steve Kean, and I would include you and invite Andy and Bill to come.  I
don't think they want to discuss anything technical at this point; they just
want to convince Enron that the approach Southern is taking provides the
quickest development of a RTO for the Southern area, and they want any help
we can give in convincing FERC to let this process run.

I also think we need to pass on filing a response to Southern's May 15th
status report, either alone or with Alabama Municipal Electric Authority (
Donna, I guess that's who you meant in the memo below, since AEC has signed a
MOU with Southern?).  I will get in touch with Bob Reilley to find out why we
haven't heard from EPSA on its filing.  I still think that's the best
approach.

	Donna Fulton
	06/28/2001 12:02 PM

		 To: Joe Connor/NA/Enron@Enron, Tom Chapman/HOU/ECT@ECT
		 cc: James D Steffes/NA/Enron@Enron, Christi L Nicolay/HOU/ECT@ECT, Sarah
Novosel/Corp/Enron@ENRON
		 Subject: Southern  supplemental status report

I am attaching the supplemental status report that Southern filed in its
RT01-77 on June 20.  They have included MOUs with Georgia Transmission Corp,
Santee Cooper and Alabama Electric Coop to work on development of an RTO.
These are really general, more of the same of what we've seen from Southern.

Also we had talked  about possible comments on the May 15 Southern filing;
Coral was working on comments through EPSA.  Nothing has been filed by EPSA
yet.

Alabama did file comments on the May 15 status report and they have asked
that the FERC establish a technical conference to "publicly air and evaluate
the alleged governance concerns and the concerns regarding significant
delay..."  Following a technical conference, they ask for a judge to convene
a settlement conference at FERC to "undertake a properly supervised and
serious development of an RTO for the SE without further wasted time."

At this point we could consider filing comments in support of the Coop
comments.


Jeff, Dan, & Alan:

Please see the discussion below regarding the physical contracts.  Please
call me to discuss as soon as possible.  This transaction is to close this
week and these contracts are conditions to closing.

Thanks for your assistance.

Teresa

Teresa G. Bushman
Enron North America Corp.
1400 Smith Street, EB 3835A
Houston, TX  77002
(713) 853-7895
fax (713) 646-3393
teresa.g.bushman@enron.com

----- Forwarded by Teresa G Bushman/HOU/ECT on 12/19/2000 01:11 PM -----

	rainj@tklaw.com
	12/19/2000 11:16 AM

		 To: nora.dobin@enron.com, Tim.Proffitt@enron.com, Chris.Herron@enron.com,
Stanley.Farmer@enron.com, Kevin.Liss@enron.com, Teresa.G.Bushman@enron.com,
mary.cook@enron.com
		 cc: shearerr@tklaw.com, hardiet@tklaw.com
		 Subject: Brazos VPP - Open issues

Tax Issues

I have spoken with my tax partner, T. Hardie, about a couple of issues.
First is whether we should increase the general partner's share from .0001%
to .0025% in order to reduce a possible risk that Brazos VPP Limited
Partnership might somehow not be treated as a partnership for tax purposes.
T. does not feel strongly about this (in part because the consequences
should not be adverse) and, unless Kevin desires otherwise, I think we
should leave the percentage at .0001%.  (Any tax law with respect to the
minimum .0025% level is probably obsolete now that we have "check-the-box"
elections for tax treatment as a partnership.)  Nora advises me that Stan
is fine with this from an accounting perspective.

The second tax issue is whether Agave, as depositor under the Trust
Agreement, can be tax matters partner for the Trust (which will also elect
to be taxed as a partnership).  Since only a partner can be tax matters
partner, it appears that one of the Class B Certificateholders -- i.e.,
Bank of America -- must be the tax matters partner.  The Servicer can of
course assist with preparation of income tax filings.

Balancing Agreement

Attached below is a revised Balancing Agreement, with the changes discussed
on Monday night by Nora, Tim, Teresa, Bob and me.  The principal change is
to add an indemnity section to this Agreement in place of the indemnity we
want to delete from the Participation Agreement that Bracewell Patterson
has prepared.  This indemnity is based on the Term Sheet and is
considerably narrower, but since we did not discuss it specifically, please
review it carefully.  Please pay attention to the note following the
definition of "Servicer Fee" that suggests that the LIBOR breakage costs
and capital adequacy costs be moved to the new indemnity section.  Nora and
I think that this would be more appealing to the Banks, but Stan may prefer
to have this built into the Servicing Fee.

(See attached file: Balancing Agreement Ver 5 from 4.doc)

Physical Sales Contracts

One of our biggest challenges to a quick closing is getting everyone to
agree on some important features of the master gas and oil purchase/sale
agreements.  The term sheet given to the Banks says the following:

     A.   With respect to each Production Payment under which Brazos
     expects to receive deliveries of natural gas in kind, Brazos shall
     enter into a confirmation under the NGPSA with ENA whereby ENA or ERAC
     shall (1) purchase all gas or oil delivered to the Company in kind
     under such Production Payment and (2) pay floating prices for such gas
     or oil.  The floating prices will be swapped into pre-determined fixed
     prices via an Energy Price Swap Agreement.

     B.   Brazos will dedicate to ENA or ERAC all Production Payment gas or
     oil which is delivered under the Production Payments documents.

     C.   The quantities of gas or oil purchased each month shall consist
     of all gas or oilactually delivered in kind to Brazos during such
     month under the Production Payment.  ENA and ERAC will be notified
     monthly in advance of the amount of gas or oil expected to be
     delivered at each delivery point.

     D.   If the actual quantity of Production Payment hydrocarbons
     delivered to Brazos is less than the scheduled quantity of
     hydrocarbons to be delivered (the "Scheduled Volumes"), and the
     producer has not delivered adjustment quantities of Production Payment
     hydrocarbons to satisfy such deficiency, the Servicer (i.e., Agave,
     the new Enron subsidiary guaranteed by Enron Corp.) will make a
     mandatory advance equal to the value of such deficiency at the
     applicable ENA or ERAC price.

     E.   As consideration for the mandatory advance, Brazos will assign to
     the Servicer the right to receive the Adjustment Quantities (or cash)
     that Brazos is entitled to receive under the Production Payment
     documents related to such delivery under the Production Payment.

In analyzing the physical contracts, and all other components of this deal,
it is important to remember that one purpose of the deal is to lock in, for
at least the 97% debt component of the total financing, a cash flow stream
that amortizes the debt over the entire term of each Production Payment.
The pieces of the deal -- the oil and gas accruing to the Production
Payment, the physical sales contracts, and the swaps -- have to fit
together for the entire life of each Production Payment.

It is also important to remember that if there is a mismatch in cash flows,
it will most likely be made up by payments from Enron Corp. under its
guaranty of Agave's mandatory "balancing" advances.  So it behooves Enron,
as well as the Banks, to make sure that the pieces of the deal fit
together.

It therefore seems to me that the physical contracts need to have the
following features:

1.   the physical contracts need to cover all of the production accruing to
each Production Payment during the life of that Production Payment,
including both scheduled quantities and adjustment quantities.  Therefore
there can be no minimum or maximum limits on quantities taken, and the
right to terminate the physical contracts must be limited to a real
melt-down situation.  It is probably misleading to talk about the scheduled
amounts being on a firm basis.

2.   the physical contracts need to match the commodity price swaps that
ENA will be providing for the scheduled amounts of production, with
floating prices for these scheduled amounts that are identical to the
floating swap prices.  Therefore the Contract Prices for the scheduled
amounts of gas need to key off of Inside FERC and the Contract Prices for
the scheduled amounts of oil need to key off of NYMEX WTI, in each case
with any agreed basis differentials.

3.   the physical contracts need to price the adjustment quantities in a
way that causes the adjustment quantities to generate enough cash to repay
Agave/Enron for any mandatory balancing advances.  The way to do this is to
price any deliveries in excess of the scheduled amounts at the Index Prices
contained in the production payment conveyances.  The Index Prices for gas
in the two existing deals are Gas Daily prices and for oil are NYMEX WTI
less differentials.

4.   the physical contracts need to match the timing of the conveyances for
adjustment quantities.  This is daily for gas deliveries and monthly for
oil deliveries.

5.   the physical contracts need to have a cover formula that protects both
ENA/ERAC and Agave/Enron.  The present formula in the Enfolio contract says
that ENA pays the Contract Price for the scheduled quantities that are
delivered and that Brazos pays the product of the shortfall in scheduled
quantities times the positive remainder, if any, of the Index Price minus
the Contract Price.  We need to change this last feature to say that Brazos
pays this remainder, if positive, but that Brazos also gets a credit is
this remainder is negative.  Tim Proffitt can explain the math to anyone
that wants to understand it, but the basic idea is that if there is a
shortfall, Brazos buys gas from ENA at the Index Price to cover the
shortfall and then ENA pays the Contract Price for the full scheduled
amount.

6.   the contracts need to do away with any concept of frequent trading
over the phone.  Each Production Payment should generate only one written
confirmation.

7.   the contracts need to be clear that netting occurs over all
transactions.  This should protect ENA and ERAC against Brazos owing them
money for one Production Payment where production has substantially shut
down and not having the ability to pay.

In light of the above, we also need to consider whether we are better off
starting with the modern Enfolio form that is designed for true commercial
transactions or whether it makes more sense to add the points described
above to the old Cactus form.

John W. Rain
Thompson & Knight L.L.P.
1700 Pacific Ave.
Dallas, Texas 75201
Phone: 214.969.1644 (Dallas)
Phone: 713.653.8887 (Houston)
Fax:       214.880.3150

This email and any attachments to it may contain legally privileged
information or confidential information, which are not intended to be
disclosed.  If you are not the intended recipient of this email, please do
not read or print any attachments or forward or copy this email or any
attachments.  Instead, please permanently delete this email and any
attachments and notify the sender of his mistake.  Thank you very much.

 - Balancing Agreement Ver 5 from 4.doc