The 104 KRBE Enron Earth Day Festival is Coming on April 7!
Complete concert information available at www.104krbe.com.  Details are
coming and check out volunteer opportunities in the Volunteer Section below!!

The Houston Astros have announced the implementation of a program designed to
give Enron employees exclusive mini-plan seating in the Dugout Boxes and
Terrace Deck at Enron Field.

&Our relationship with Enron is one of the greatest partnerships in
professional sports, and this is yet another way for us to say thanks.8
Astros Vice President of Ticket Services John Sorrentino said.

The exclusive 27-game offer, which expires March 14, includes seating in
Field Box Sections 132 and 133 and Terrace Deck Sections 305, 306 and 307.
Cost per seat is $675 on the Field Box level and $324 for the Terrace Deck
level seats. Enron employees are the first to be offered these packages in
the Field and Terrace Deck levels and those who respond will be eligible for
limited playoff options and receive a red mesh adjustable batting practice
cap, while supplies last. Seating is non-renewable and subject to
availability.

Enron employees interested in taking advantage of the program should call
Astros Ticket Services at (713) 259-8500 or email Astros Sales Manager Matt
Rogers at rogers@astros.com. When calling or writing, please identify
yourself as an Enron employee.

Find information about the three mini-plans at www.astros.com and hope to see
you at Enron Field.

WalkAmerica, taking place April 29, is the March of Dimes biggest
fund-raiser. Money raised from the WalkAmerica supports pioneering research
and innovative programs that save babies born prematurely or with birth
defects. Since its beginning in 1970, WalkAmerica has raised more than $1
billion to help give babies a fighting chance.

Every dollar raised will be matched by Enron.

You can read more about the March of Dimes at www.modimes.org.

For more information, please contact Kimberly Nelson (ext. 33580) or Gina
Taylor (ext. 37681).

Free tickets for you and a guest - As an Enron employee, you are entitled to
two free vouchers to Star Wars: The Magic of Myth exhibit at the Museum of
Fine Arts!  To order them, go to www.enronsigshop.com  Although you will be
asked for your company and RC number, you will NOT be charged.  This
information is for tracking purposes only.

Come hear Jim Kollaer, President and CEO of the Greater Houston Partnership,
on Thursday, March 22 at 7 AM at the Museum of Fine Arts, Houston as part of
the Museum's Corporate Partner Breakfast Series.  Jim Kollaer has been the
President and CEO of the GHP for the past 11 years.  The Greater Houston
Partnership, a privately funded non-profit organization, through its 200
member companies, its 135 member Board of Directors and 70 professional
staff,  is Houston's primary business advocacy and economic development
organization.

Because Enron is a Corporate Partner of the MFA,H, Enron employees can attend
this event for only $17.50 per person.  Reservations are required, so if you
are interested, please contact India Mittag at (713) 639-7570.

Houston Cougars Alumni Golf Tournament
Cougars@Enron, Enron, and the EULAN Corporation are hosting a golf tournament
at Falcon Point Golf Club in Katy on March 26, 2001.  Ken Lay  is the
honorary chair.  Proceeds from this event will finance scholarships for Enron
dependants to attend the University of Houston and support yearly activities
that center around the advancement of the university and networking of Enron
employees.  The cost for the tournament is $130 for an individual player or
$480 for a team of 4 and is eligible for the Enron Matching Gift program
(that's $65 for an individual player and $240 for a team of four with an
accompanying matching gift form.)  If you would like to play or volunteer
for, or sponsor this event, please contact Jeff McClellan at x34779.

Date ;  March 17 - 24, 2001

Place:     Enron Lobby

Clean out your closets and bring in all of your gently used business suits,
blouses, dresses and pants.  We are having a clothing drive for Dress for
Success, a non-profit corporation  dedicated to outfit homeless women for job
interviews.  For more information, call Deb Gebhardt at 3-9606.

Enron has a golf association which holds twelve tournaments a year.  It is a
great opportunity to get some exercise and meet other golfers at Enron.
Bring your peers, your superiors or friends you like to golf with.  Check out
the website @ http://home.enron.com:84/egc/index.htm for more information and
to join.  Our next tournament information is as follows:

 Course:  Kingwood Country Club Forest Course    (Tin Cup was filmed here)
 Date:  Saturday, March 24, 12:00 pm  start
 Format:  Two-person best ball

Contact Gary Lamphier @ 3-3345 for more information

Car Pool by Laura Hembree
March 14 - April 8
Stages Repertory Theatre is proud to present the Southwest premiere of Laura
Hembree's poignant look at the corporate workplace, Car Pool.  Directed by
Peter Webster, Car Pool previews March 14 and 15, and opens on Friday, March
16. Performances run Wednesdays through Sundays through April 8.

Five men, one car and a daily commute from the suburbs are the elements that
ignite Car Pool, an incisive examination of how corporate culture impacts the
lives of its employees.  The effects of a workplace plagued by down sizing
layoffs and fear are traced over a six-month period in the conversations of
these "grandsons of Willy Loman", who must cope with crisis not only in their
careers, but in their personal lives as well  Several of the issues raised by
the recent spate of corporate and dot-com layoffs are addressed in this
well-timed new production.  The New York Times calls Car Pool "a smart,
neatly-tailored work."

Call Stages today at 713.527.8243! Tickets also available at the Stages Box
Office or on-line at www.stagestheatre.com.  Stages is located at 3201 Allen
Parkway at Waugh Dr.  Performances are Wed. - Thurs. at 7:30 p.m., Fri. -
Sat. at 8:00 p.m.,Sun. at 3:00 p.m.

Enron Challenges Corporate Neighbors to Trash Bash on March 31st!
Enron has officially challenged over twenty Houston-area corporations to
participate in this year's Trash Bash on Saturday, March 31st - registration
begins at 8 AM.  We are presently going head to head with
PriceWaterhouseCoopers and American General Corporation to see who has the
Most Employee Participants!!!  As other corporations join in, we'll keep you
updated!

Five randomly-selected Enron employees who participate will each receive two
free tickets to the 104KRBE Enron Earth Festival!  All volunteers will also
receive a free tee-shirt, free lunch and the opportunity to win fabulous door
prizes including a $225 gift certificate to West U Schwinn!  Please contact
Jessica Nunez via e-mail to reserve your slot on the Enron Team and help us
clean-up Buffalo Bayou!  Can you CANOE??  Let her know when you sign up!

Volunteer for the 104 KRBE Enron Earth Day Festival & Get in FREE!!
On Saturday, April 7th, volunteers are needed to man the KRBE Kid's Zone and
the Enron Interactive Tent.  As a volunteer, you'll receive a free
special-edition volunteer tee-shirt, one (1) free ticket to the concert and
free lunch!!!  A brief orientation will take place in the Energizer on
Tuesday, March 27th at 3:00pm.

Please e-mail Jessica Nunez with your activity area (KRBE or Enron) and shift
time - either midday (12:30pm - 4:30pm) or late afternoon (4:00pm - 7:00pm).
You may also bring a friend or family member (over 15 years old) to volunteer
with you.  Thanks!

Not Riding Your Bike to Austin??  Participate Anyway!!!
Support TEAM ENRON and Jeff Skilling by participating in the MS150 from
Houston to Austin on April 21st and April 22nd.  All-purpose volunteers are
needed to handle such various and sundry logistical duties as serving meals
to the Team, playing music as a DJ, directing riders to the Enron Tent,
setting-up and tearing-down, making massage appointments... to name just a
few!

Can't commit to the whole weekend?  Participate where you can!  Main sites
include Bellville (Saturday lunch), LaGrange (overnight stop), Bastrop
(Sunday lunch) and Austin (the FINISH LINE!).  While everyone will be
responsible for their own transportation & lodging, our volunteers are
welcomed to camp out with the Team in the Enron Tent in LaGrange.  You may
also investigate the possibility of staying at lodging establishments in the
area.

All volunteers will receive a free Enron Cycling Club tee-shirt, free meals
and a priceless experience.  Feel free to bring along your friends and family
to volunteer, too!  Take this opportunity to be a hero for our riders who
take on this cycling adventure to benefit the National Multiple Sclerosis
Society supporting the Houston, Dallas, San Antonio, Austin, and Corpus
Christi areas.  Please contact Heather Choate vie e-mail or at x33278 for
more information!

Get ready for the ultimate in family fun with Jim Prentice!  The BP Houston
Children's Festival is gearing up for the 13th year as America's Premier
Family Event.  The excitement includes 12 big family adventure areas, 5
stages of entertainment and over 300 fun activities.  Set in downtown Houston
on March 17 & 18, the festival benefits Child Advocates, Inc. and the abused
and neglected children it serves.  Volunteer benefits include free admission
to the festival, free parking, free soft drinks, and discounted festival
merchandise!  To sign-up on-line, visit
http://www.festivalsofhouston.com/hcf_volunteer.html.  When you submit your
form, you will see a page showing a list of important dates and times as well
as a contact person for questions.  You may also call Jessica Nunez at x31918.

Help Enhance a Nature Center with Enron!
Join volunteers;from Enron Networks to help Natural Legacy, a local
non-profit environmental education organization, complete a nature center at
Lockhart Elementary on Saturday, March 24th from 11:00am to 4:00pm.  Lockhart
is an inner-city school located at 3501 Southmore that will benefit from this
community event.  Volunteers are needed for planting, installing nature
center signs and building an educational kiosk.; Volunteers may also create
their own garden art to put in the nature center.; Feel free to bring your
friends and families and join in the parent-hosted festival which will
include wood turning, horseback riding, a petting zoo, caricatures and family
photos.;; Call or email Debbie Rhodes at Natural Legacy at 713.520.5008 or
debbie.rhodes@naturallegacy.com.  Make everyday Earth Day!

WHERE: Memorial Park
WHEN:  March 23 - 25 Two shifts needed: 9:30 am - 2:00 pm; 1:30 pm - 6 pm
CONTACT: Iris Waser X39012

Join 200 + SNAP Volunteers as we serve beer and lemonade at the Bayou City
Art Festival.  Volunteers enjoy free entry into the event, a free event
T-shirt, and free beverages.  It's a fun activity and an easy way to help the
animals and visit the Art Festival.

SNAP exists to stop the destruction of healthy dogs and cats in animal
shelters resulting from overpopulation.  SNAP is a non-profit organisation.
www.snaptx.org

The Century Challenge to benefit St. Jude Children's Research Hospital is a
"Countdown to Fitness" program that asks
participants to walk or run 100 miles in 100 days while collecting pledges
from friends, family members and co-workers.
That breaks down to just a mile a day!  The Century Challenge starts March 1,
2001 and runs through June 21, 2001.  If
you are interested in receiving more information, please call Regan Sheinberg
at (713) 599-1441.

The Special Olympics organization is looking for volunteers for the Spring
Games (Track & Field Meet and Soccer Tournament), April 28th and 29th.  If
you would like to be a key player to help organize events or just  volunteer
on those dates, please contact Becky Pham at 5-7094 or Cindy Richardson at
3-4770 for more information.

Other opportunities: Tennis Tournament (April 21)
   Spring Games (April 28 - April 29)
   Aquatics Meet (September 15)
   Golf Tournament (September 17)
   Softball Tournament (September 29 - September 30)
   And much, much more....

From Your Heart to Their Home(.Help Meals On Wheels
Meals on Wheels Program needs volunteer drivers to deliver nutritious lunches
to qualified elderly and disabled homebound people in our community. Meals
are delivered between 11am ) 1 pm, Monday ) Friday from the Jewish Community
Center, 5601 S. Braeswood. Volunteer drivers are asked to deliver meals once
a week; additional days can be arranged. Your smile, your hello may be the
only interaction the recipient has during the day.  To make a difference,
call Janice Kirshner at 713-729-3200, ext. 3227.

Have News to Share?
To post news or events in Enron In Action, please e-mail your information to
EIA@enron.com
no later than 12:00 noon the Thursday prior to the next Monday,s mailing.


---------------------- Forwarded by Phillip K Allen/HOU/ECT on 09/06/2000
03:53 PM ---------------------------

"Lucy Gonzalez" <stagecoachmama@hotmail.com> on 09/06/2000 09:06:45 AM
To: pallen@enron.com
cc:
Subject: utilities roll

_________________________________________________________________________
Get Your Private, Free E-mail from MSN Hotmail at http://www.hotmail.com.

Share information about yourself, create your own public profile at
http://profiles.msn.com.

 - utility.xls
 - utility.xls


Article II of the NONCOMPETITION AGREEMENT entered in connection with the
sale of HPL to AEP (which closed as of June 1,2001) provides:

 "ENA [for 3 months post-close] will not  solicit, negotiate or enter into
any contract, agreement or arrangement for the purchase of natural gas on the
HPL Pipeline from any Person which is a supplier or producer of natural gas
connected to the HPL Facilities; provided, however, nothing herein shall be
construed or interpreted as prohibiting ENA from entering into any such
contract, agreement or arrangement which is less than one month in duration
and involves or is related to an Enron Online transaction."

 This is not the most clearly drafted provision as it was the subject of much
negotiation....and was significantly narrowed from the  original scope
proposed by AEP.  Thus, please consult with me prior to entering into any
solicitation, agreement or arrangement which might arguably be covered by our
limited covenant not to compete on the supply side for 3 months.  There are
many aspects of the post-close transition which will require cooperation
between Enron and AEP/HPL and thus, it behoves us to carefully weigh the
risks and rewards of "stepping too close to or over the line".

Further,although a technical reading of the non-competition agreement only
applies to ENA, no ENA UPSTREAM deals which would violate this covenant if
there were to be done as ENA should be done without clearance from Brian
Redmond and me.

Please communicate this restriction to those who report to you and have need
to be aware of this limited restriction.

Sincerely
 BNG

	Dan J Hyvl
	06/07/2001 04:59 PM

		 To: Barbara N Gray/HOU/ECT@ECT
		 cc: Jeffrey T Hodge/HOU/ECT@ECT
		 Subject: ONEOK Energy Marketing and Trading Company

Barbara,
 This appears to be supply deal for deliveries at Katy that would be subject
to the 90 day non-compete.  Sandi is in the process of getting me a copy of
the non-compete so that I can determine if this deal is covered.  Do you have
any thoughts.
----- Forwarded by Dan J Hyvl/HOU/ECT on 06/07/2001 04:56 PM -----

	Richard Deming/ENRON@enronXgate
	06/07/2001 02:22 PM

		 To: Dan J Hyvl/HOU/ECT@ECT
		 cc:
		 Subject: ONEOK Energy Marketing and Trading Company

Dan,

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

Deal Date: 6/06/01
Deal No: VF1896 / 835431
Buyer: ENA
Seller: ONEOK Energy Marketing and Trading Company
Start Date: 7/01/01
End Date: 6/30/02
Firm
Volume: 10,000 / day
Price: HOU.SHIP-LGPKG.IF.M.I minus USD 0.03000
Delivery Point: Exxon Katy - Katy Tailgate

Please let me know if you need any more details.

Thanks,
Richard
x54886


---------------------- Forwarded by John Craig Taylor/HOU/ECT on 02/16/2001
11:09 AM ---------------------------

John Griffith@ENRON
02/14/2001 04:45 PM
To: John Craig Taylor/HOU/ECT@ECT, Eric Moon/HOU/ECT@ECT, Eric
Boyt/Corp/Enron@Enron
cc:
Subject: FW:

 - valentin.exe


Effective November 21, 2000, there will be a new procedure for lunch.  EOL
traders and deskheads will eat first.  Then, your assistant will notify you
when the rest of the traders can eat.   This new procedure is to ensure the
EOL traders will not be away from their desk a long period time during
lunch.

Thank you for your cooperation.


The water analysis that I sent you is for Gleason.  Over the weekend we put
the other water analysis studies for the other plants on DealBench.  Please
let me know if you have any other questions.  Thanks!
Ben


In California, all customers can choose--large and small.  There are core (small customer) and noncore (industrial customers).  Consumption volume differentiates the two.  Noncore customes receive cheaper transporation rates.I'm not sure what sort of limitations you're specifically focused on.  There are requirements regarding storage requirements (customers must have some storage) and requirements to pay a share of past "stranded costs" caused by the move to competition.  And noncore customers on PG&E have more flexibility to buy in-state transportation than customers on SoCal have.

If there's anything else, let me know.

Best,
Jeff

 -----Original Message-----
From: 	O'Neal, Aida
Sent:	Monday, November 05, 2001 6:54 PM
To:	Dasovich, Jeff
Subject:	Market Characteristics

Per our conversation, I am trying to put together some data on the status of gas markets in California, Nevada, Colorado, Oklahoma, New Mexico, and Oregon.  In particular I need the gas market characteristics in these states.  Are the markets open to retail competition for commercial and industrial customers and if so, what are the requirements and are there some limitations.  Please E-mail me your response as I will be in Long Beach tomorrow.

Thanks.

	Aida


Welcome Volunteers!!

Beavy, since you are going to be out, and most of our work will be done next
week, I will start giving Tricia "to do's" and you can catch up later.

I have a meeting at 3:00 PM today.  I would like to give you both a quick 15
min preview before then if possible.  Let me know.

Tricia,

Please run a "monthly facilitaion by location" report for "The New Power
Company" for both MarketEast and East for Jan 2001 and Jan-Dec 2001.  I don't
know if you can run the Jan-Dec 2001 on one report.  Tricia, if we do the 15
min meeting today, I would like to have 3 copies of the Jan 2001 facilitation.

I create a ton of bookout deals for New Power  and I always start with the
CPR report.

Thanks.


As you know, we recently did an east-to-east deal with USGT for 400,000
MMBtu/day with alternate rights to California
at a higher rate.  SoCal filed a protest and I'm working on the response.  In
part, they are alleging that TW is "attempting to exploit a weakness" in the
GISB procedures to the detriment of existing customers.  For example, under
TW's tariff (which they concede is GISB compliant), primary firm cannot bump
alt. firm in cycle 2.  SoCal says this means that any primary shipper
attempting to deliever to an in-path alt. point will be unable to re-nominate
to its primary point once this "alternate" capacity [I assume they mean
USGT's] is confirmed.  According to SoCal this will substantially limit
shippers' flexibility, including the ability to use market area pooling.
Once gas is nominated thru a pool its subsequent movement to a delivery point
is defined as an al. delivery regardless of the rights of the capacity under
which it moves.  Thus by manipulating the GISB cycle process, TW and USGT
will bump firm shippers.

I could really use your help in responding to this argument.  (First of all,
I'm not sure I even understand it!)  If either of you have a few minutes
today or tomorrow when we could get together, that would be great.  Also --
you two were the first to come to mind, but feel free to refer me to someone
else in your group if you are swamped.  Please e-mail or call when you get a
chance...
Thanks!
Susan (x30596)


Shawn- thanks for info. We have done a lot on retail credit effort and should probably have a meeting to update everyone. I'll try to set something up. Rick

 -----Original Message-----
From: 	Cumberland, Shawn
Sent:	Friday, April 06, 2001 8:53 AM
To:	Buy, Rick
Subject:	FW: fyi - more on truck s/d

Rick:

Did you get the articles that I sent to you on the fleet card business?  If you have some time, I'd like to discuss the meeting that we had with Comdata (which has a 60% market share of the fleet card business).  They have some live data that potentially could be very interesting (see following article).

Comdata is a quasi-credit card company as well as payment and services company.  In their normal course of business, they extend various credit lines to companies that operate fleets and they provide factoring services as well.  Comdata processes about 350 million transactions per year, of which about half represent diesel sales of about $15 billion annually.  They are also one of the largest issuers of stored value cards (GAP, etc.)

Are you making any progress on the credit side?

Take care.

Shawn

What a Mess!(Statistical Data Included)
JOHN D. SCHULZ
03/26/2001
Traffic World
Page 25
Copyright 2001 Gale Group Inc. All rights reserved. COPYRIGHT 2001 Journal of Commerce, Inc.
Truckers still waiting for signs of pent-up freight demand; earnings shortfalls, layoffs loom
If you are waiting for trucking to kick-start the nation's economic recovery, pull up a chair and wait awhile. Trucking CEOs say they haven't seen this slow a first quarter in a decade.
"Perhaps the weakest first quarter for freight demand since Swift became a public company in 1990," Phoenix-based Swift Transportation Chairman and CEO Jerry Moyes said.
The first-quarter trucking mantra historically has been this: everybody loses money in January, hopes for a break-even February and earns whatever profit there is in the quarter in March. That formula may not hold this year.
Gregory L. Quesnel, president and CEO of Con-Way Transportation Services and Emery Worldwide parent CNF Inc., said the current slowdown was first detected late in the third quarter last year and has become "more pronounced in each successive quarter." March, he said, has been "as disappointing as the first two months this year."
Layoffs already are occurring at the major LTL carriers. Yellow Freight System has idled as many as 1,000 Teamsters and hundreds of white-collar back-office workers. Most large carriers are warning of profit shortfalls that will cause them to miss analysts' first-quarter estimates. But there are deeper fears, too. Marginal players may be forced into bankruptcy. Small, family-owned carriers may be unable to exit the industry on their own terms because of the shocking decline in the value of used trucks that is causing some companies to be valued at less than half their worth of just two years ago.
Swift's volume drop-off began with shipments originating on the West Coast in January and February and it is continuing in March, Moyes said. Coupled with reduced demand from the Southwest, Moyes said Swift will not meet analysts' first-quarter earnings expectations. Swift is not alone.
"We hauled less freight in February than February a year ago," said Bob Hammel, executive vice president of Pittsburgh-based Pitt Ohio Express, a leading privately held Eastern regional LTL carrier. "The slowdown in manufacturing began in the middle of last year and it was precipitous. Nobody anticipated the speed in which manufacturing demand fell off."
Even Con-Way, the most profitable LTL operation in the past five years, said it would have a decline in first-quarter operating income compared with the year-ago period. Con-Way's tonnage declines were estimated in the "mid-single-digit" percentage range.
Roadway Express estimated that its current tonnage levels are running 10 to 11 percent below those a year ago, which will result in an approximately one-half of 1 percent (0.5 percent) decline in its operating ratio. (see sidebar)
Pat Hanley, Overnite Transportation's senior vice president and chief financial officer, said freight figures were flat in February year over year but rose slightly in March. Overnite is the exception to the LTL industry with as many as 24 new terminals scheduled to be opened this year.
"January was pretty good to us, but February was flat. It's coming back in March. We're probably up in low single digits, 3 to 4 percent. We're picking back up. The economy has hurt us. If you had asked us at the start of the year, we'd have said we'd be up double-digits," Hanley said.
The national economic picture is "a big concern," Hanley said. "We're not seeing pressure on prices, at least not so far. We're seeing customers ship 10 pallets a day instead of 20. The shipment size is coming down. Certainly we're concerned. We'll do O.K., but not as great as we'd like."
Forget consumer confidence surveys or the producer pricing index or whatever stars align in Federal Reserve Board Chairman Alan Greenspan's world. The genuine leading indicator of any national economic trend is trucking, which is always a first-in, first-out industry in any economic slowdown.
To hear trucking industry leaders tell it, get comfortable with beans and franks for dinner. It's going to be awhile before it's filet mignon time again.
Shippers see what's happening as well but say it's still too early in the year for carriers to start cutting rates to fill empty trucks.
"All the carriers we talk with report flat or slightly declining business levels -- definitely slower than early last year," said Bill Huie, assistant vice president of corporate transportation for NCH Corp., Irving, Texas. "With a couple of exceptions, carriers we talk with have no plans for expansion in the next few months. We are getting feelers about some possible lane adjustments to boost revenue. But generally it appears a little early in the economic downturn for much price movement."
The national LTL carriers are seeing the same things. "Our business is down pretty substantially for the first quarter," said Roger Dick, spokesman for Yellow Corp., parent of Yellow Freight System and two large regional LTL carriers, Jevic Transportation, Delanco, N.J., and Saia Motor Freight, Duluth, Ga.
USFreightways Corp., citing what it called the nation's "serious economic slowdown," said it expects first-quarter earnings to fall "very substantially below" current Wall Street consensus.
Extreme weather conditions also contributed to the already weakened operating environment, USF Chairman, President and CEO Samuel K. Skinner added.
"Traditionally, the first quarter builds momentum slowly, with March being the strongest month of the period," Skinner said in a statement. "This year, the economic slowdown of the fourth quarter of 2000 accelerated in January and February, softening even the normal modest expectations for those two months."
It's not just the LTL industry that's hurting. The Morgan Stanley Dean Witter truckload freight index continues to show the worst demand-supply relationship since analyst James J. Valentine began tracking the data in April 1994. Two events can cause weakness in the index, according to Valentine. They are either an abundance of excess trucks on the road or weak freight demand.
"So far in 2001, we have seen the confluence of both factors, but the fall-off in demand has far outpaced the increase in supply," Valentine wrote in his most recent "Trucking Snapshot" for early March.
Year-to-date measurement for truckload demand is down 25 percent year over year, according to Valentine's index, while supply is up only 7 percent. That would indicate the over capacity was a significant issue last year but was "masked by the strong economy," Valentine says.
In a more ominous note, Valentine believes overcapacity will continue to plague the truckload industry for the next one to two years. Only a reaccelerating national economy can bring the demand-supply back in balance for the truckload sector in the near term, Valentine predicts.
The overproduction of new Class 8 trucks from early 1998 through early last year has put too many trucks on the roads and caused supply to back up at manufacturers, wholesalers and other retailers. Used trucks have lost on average more than 30 percent of their value over the past 18 months. Anecdotally, one used truck dealer, Music City Truck & Equipment, in LaVergne, Tenn., is holding a "two-for-one" sale on three- to five-year-old Class 8 Freightliners. You can buy two for around $30,000, less than a brand new Chevy Suburban SUV.
What that means is a trucker who bought a 1998 Class 8 truck for $70,000 and depreciated half the value over three years has a piece of equipment on the books this year at $35,000. But assuming it has lost 30 percent of that value, it may only be worth $24,500 in actuality. For a carrier with a 100-truck fleet, that equates to a loss of more than $1 million on assets.
The glut may last for a while, according to Valentine's analysis. Assuming a three-year trade-in cycle, most of the Class 8 tractors in the truckload sector are just now rolling over to the used-truck market. That means that overcapacity will plague the truckload industry for at least the next year. That will result in some of the marginal carriers exiting the business, as did nearly 1,900 carriers last year that either closed or declared bankruptcy.
"We can see from indexes, surveys and other information available to us that it is unlikely there will be any significant improvement in March and freight demands will continue to be soft throughout the month. Based on all of these factors, we expect USFreightways' profits for the first quarter to be very substantially less than published analysts' forecasts," Skinner said.
In addition, severe weather conditions including an earthquake in Seattle, rainstorms in California and blizzards in the Northeast have added cost and decreased efficiencies, Skinner added.
Expectations at each of USF's operating companies have been affected, some more than others. The LTL, logistics, reverse logistics and freight-forwarding units are all showing decreased revenue and volume over a similar period last year, Skinner said.
Further job cuts at USF Worldwide, its freight forwarder, would be in the offing as cost controls at the unit would be "accelerated" in the wake of the softening economy, Skinner said. Late last year, Skinner said the rebuilding process at USF Worldwide would be a two-year process. But the worsening economy has made that rebuilding job harder, he said.
"We are seeing evidence that the slowing economy is, in fact, further impeding progress in this area," Skinner said. "During the fourth quarter of 2000 and continuing into the first quarter of 2001, the company has taken steps to increase cost efficiencies. Among these actions are a substantial cutback in capital spending and significant reductions in the labor force. These cost-control efforts will be accelerated to partially counterbalance the damaging impact of the current economic and weather conditions."
In the 2000 first quarter, USF posted $22.3 million net income, a 27 percent rise from the $17.5 million earnings in the 1999 first quarter. At the time, that was USF's 15th straight quarter-over-quarter earnings increase. It came on $608.2 million revenue, an 18.5 percent rise in from the $513.2 million revenue in the 1999 first quarter. Analysts had been estimating USF to earn about $3.50 a share earnings for 2001, compared with actual $3.61 earnings per share for all of last year. In the fourth quarter last year, USF earned $23.7 million, or 91 cents a share.
                          Trucking in a Snapshot
Market             What's Going On
MSDW [*] truckload Remains in record-low territory, indicating
freight index      the worst demand-supply relationship since MSDW
                   began tracking the date in April 1994.
Diesel prices      Diesel prices in the first quarter of 2001
                   have come down 6% sequentially from 4Q00. However,
                   the average price for the quarter remains 6%
                   above that of 1Q00.
WTI oil            OPEC recently agreed to reduce supply by 5% and
                   has stated a price objective of $25 per barrel.
Capacity           Retail sales of Class 8 tractors (new trucks
                   entering the market) came down in January, but
                   inventory (trucks that will enter the market at some
                   point) to sales ratio hit a new high of 3.4 months
GDP                4Q00 GDP increased 1.1% and economists see U.S.
                   recession in 2001 with +0.5% and -1.4% GDP forecast
                   for 1Q01 and 2Q01, respectively.
Retail sales       Retail sales rose 0.7% in January. While this
                   was better than forecast, the upside was likely
                   the result of excessive clearance sales after a
                   disappointing holiday season.
Consumer           The Conference Board's measure of consumer
confidence         confidence fell again (nine points) in February
                   after registering the largest one-month decline
                   in 10 years in January (14 points).
NAPM               The February NAPM rose slightly to 41.9.
                   However, it still indicates a contracting
                   manufacturing sector.
Leading            The index of leading economic indicators
economic           rose 0.8% in January, while
indicator          MSDW had forecast a 0.6% increase. This
                   represents the first rise in four months.
Stock              After a recent pullback, trucking stocks remain
perfonnance        up year-to-date with TL stocks up 5%, regional
                   LTL stocks up 9% and national LTL stocks up 13%.
Investor           For the week ended February 28, mutual fund
                   outflows totaled $309 million, compared with
                   inflows of $2 billion in the prior week.
Market             Implications
MSDW [*] truckload Negative for all TL carriers.
freight index
Diesel prices      The downward trend is Positive for all
                   carriers, especially TL carriers, which have
                   greater exposure to fuel than LTL carriers.
WTI oil            Negative for all carriers, as $25 per
                   barrel is still 25% higher than the $20 per
                   barrel average since 1990.
Capacity           Negative for TL carriers, not a major
                   concern for LTL carriers, which measure
                   capacity by the number of terminals.
GDP                Negative for all carriers.
Retail sales       Negative for both TI and LTL carriers.
Consumer           Negative for all carriers
confidence
NAPM               Negative for all carriers.
Leading            Positive for all carriers.
economic
indicator
Stock              Positive, however, stocks could pull
perfonnance        back further in the short term as
                   fundamentals catch up.
Investor           Negative.
Source: Morgan Stanley Dean Witter Research


Due to communication equipment upgrades by Enron, QuickTeller, Enron Federal
Credit Union's Automated Phone Account Service, will be unavailable Sunday,
October 1st, from 7 a.m. to 12 p.m.  If you need access to your credit union
accounts, QuickLink PC Banking is available through our web site at
www.efcu.enron.com.  If you are not yet set up for QuickLink access, please
send us an e-mail and we will be glad to get you set up.

We apologize for any inconvenience.  Thank you!


I'd blow it off.  Your batting 0.9999999999.  In anybody's book, that's
phenomenal.  Don't look back.  And PR, under the circumstances, is doing a
stellar job overall.  Vacation was nice.  Thanks.  Bad thing is it made me
realize how much more of it I need (and likely ain't gonna get soon).

Best,
Jeff

	Karen Denne
	05/29/2001 01:07 PM

		 To: Jeff Dasovich/NA/Enron@Enron
		 cc:
		 Subject: Re: SF Gate: Enron's secret bid to save deregulation/PRIVATE
MEETING: Chairman pitches his plan to prominent Californians

That's what I told AP, but after I looked like a major doofus on the front
page of the Chronicle... The last few weeks have not been pretty for PR...
How was your vacation?

From: Jeff Dasovich on 05/29/2001 11:13 AM
Sent by: Jeff Dasovich
To: Karen Denne/Corp/Enron@ENRON
cc:

Subject: Re: SF Gate: Enron's secret bid to save deregulation/PRIVATE
MEETING: Chairman pitches his plan to prominent Californians

Seems to have Riordan written all over it.  I say "no big deal."  We're
talking to everyone.  No secrecy involved.  We'll keep talking, being
constructive and trying to help develop solutions that work for CA.   Your
thoughts?


Attached, please find Governor Davis' press release regarding long term
contracts.

http://www.governor.ca.gov/state/govsite/gov_htmlprint.jsp?BV_SessionID=@@@@02
25364075.0983831257@@@@&BV_EngineID=calkfhjdiegbemfcfkmchcgi.0&sFilePath=%2fgo
vsite%2fpress_release%2f2001_03%2f20010305_PR01076_longtermcontracts.html&sTit
le=GOVERNOR+DAVIS+ANNOUNCES+PORTFOLIO+OF+CONTRACTS+FOR+ELECTRICITY+3%2f5%2f200
1&sCatTitle=Press+Release&iOID=13505


Carla,

I need to book the computer training room for a meeting Wednesday at 3:30.
Can you make that happen?

Let me know.

Chris


Recognizing Enron,s increasing worldwide presence in the wholesale energy
business and the need to insure outstanding internal controls for all of our
risk management activities, regardless of location, a global risk management
operations function has been created under the direction of Sally W. Beck,
Vice President.  In this role, Sally will report to Rick Causey, Executive
Vice President and Chief Accounting Officer.

Sally,s responsibilities with regard to Global Risk Management Operations
will mirror those of other recently created Enron global functions.  In this
role, Sally will work closely with all Enron geographic regions and wholesale
companies to insure that each entity receives individualized regional support
while also focusing on the following global responsibilities:

1. Enhance communication among risk management operations professionals.
2. Assure the proliferation of best operational practices around the globe.
3. Facilitate the allocation of human resources.
4. Provide training for risk management operations personnel.
5. Coordinate user requirements for shared operational systems.
6. Oversee the creation of a global internal control audit plan for risk
management activities.
7. Establish procedures for opening new risk management operations offices
and create key benchmarks for measuring on-going risk controls.

Each regional operations team will continue its direct reporting relationship
within its business unit, and will collaborate with Sally in the delivery of
these critical items. The Houston-based risk management operations team under
Sue Frusco,s leadership, which currently supports risk management activities
for South America and Australia, will also report directly to Sally.

Sally retains her role as Vice President of  Energy Operations for Enron
North America, reporting to the ENA Office of the Chairman.  She has been in
her current role over Energy Operations since 1997, where she manages risk
consolidation and reporting, risk management administration, physical product
delivery, confirmations and cash management for ENA,s physical commodity
trading, energy derivatives trading and financial products trading.

Sally has been with Enron since 1992, when she joined the company as a
manager in Global Credit.  Prior to joining Enron,  Sally had four years
experience as a commercial banker and spent seven years as a registered
securities principal with a regional investment banking firm.  She also owned
and managed a retail business for several years.

Please join me in supporting Sally in this additional coordination role for
global risk management operations.


his response.  Jeff
----- Forwarded by Jeffrey A Shankman/HOU/ECT on 02/06/2001 08:53 AM -----

	Thor Lien
	02/06/2001 02:32 AM

		 To: Jeffrey A Shankman/HOU/ECT@ECT
		 cc:
		 Subject: Re:

Jeff

Bjarne was reviewed as a part of Enron Europe this time and his promotion was
based on a long period of  high performance.   He is viewed as one of the
most valuable people in the business and there was no controversy whatsoever
in London about his promotion.   In fact I repeatedly get calls for his
services from various groups around Europe who would love to hire him if they
had the opportunity.  In Oslo he has been one of the main contributors behind
most off our models, and I think that the job he has done with setting up the
Weather desk here in Oslo deserves very positive feedback, even if we didn't
make money last year.  We have really moved up the deal flow and are poised
for an outstanding year 2001 in Weather.

In the future I will obviously cross check all things like this with you and
Mark, so there aren't any misunderstandings going forward.

Regards

Thor

From: Jeffrey A Shankman on 05/02/2001 17:47 CST
To: Thor Lien/OSL/ECT@ECT
cc:

Subject:

Hi Thor,

Sorry you won't make our offsite, but a little vacation every so often is
never a bad thing.
I do have a question about Bjarne's promotion to director.  When I look at
the P&L for Oslo weather trading, you showed a loss of about $1 million, and
I don't think that deserves this promotion.  What else does he do?  I'm also
concerned that neither Mark (nor I) had any notice of this.  His promotion
has caused some difficulty over here and I'd like to get this cleared up.

Jeff


David,

Many thanks for agreeing to speak at our YPO session on April 24, 2001, in
Houston.  The meeting will be held at Enron Broadband Services, network
equipment staging building, which is close to downtown.  We anticipate
attendance of about 100 people.

Breakfast will begin at 7:30 a.m., and the program will run from 8:15 a.m. to
10:15 a.m.  The subject is "New Trends in Technology and Venture Capital."
You will be on a panel discussion with two other venture capitalists.  I
expect the tone will be highly informal, but I will schedule a conference
call (probably in early March) to provide more details and specific topics of
interest.

Again, David, thank you.  I look forward to seeing you in April.

Jeff


Mark,

I am sorry, but there seems to be a little confusion in our shop about who
your attorney should be on this deal.  I was given Andrew O'Connor's name,
and left him a message to which he finally responded.  He is now expecting to
see this CA.  I have now been given Wesley Fredericks name as your attorney.
I don't want to cause any conflict between attorneys, and wanted to get your
direction as to how I should handle this.

I am Tana Jones, and I am a paralegal in the Legal Department and my phone
number is 713/853-3399.


Amy -
I'd be very interested in participating in the Applied Energy Derivatives
class. Please let me know if there is still room, and if there's anything
else I need to do to sign up.

Thanks,
Kate

Amy FitzPatrick
04/30/2001 11:22 AM
To: Portland West Desk
cc:

Subject: Derivatives I Training Course - June 4th and 5th

We will be offering Derivatives I training on-site.  If you are interested in
attending, please let Amy FitzPatrick know no later than May 21st.

Derivatives I - Applied Energy Derivatives
Presented by Paradigm Strategy Group

Date:    Monday, June 4th and Tuesday, June 5th
Time:  8:00 am to 5:00 pm

This course is appropriate for all employees wishing to obtain a practical
understanding of the basic natural gas and power derivative structures that
are traded and marketed today.  An emphasis is placed on understanding how
financial tools are added to physical structures to meet the risk management
needs of clients.

Participants attending this seminar will be able to:

Formulate customer hedge strategies based on a solid understanding of risk;
its impact on capital structures and approaches to its mitigation.
Develop and interpret forward prices in the context of arbitration
disciplines, as well as understand the divergences from these disciplines
that are characteristic of energy prices.
Identify marketing opportunities through an understanding of both the forward
curve and the distortions created by the physical system of production and
transportation.
Assemble the pricing of a transaction from a benchmark price curve.
Devise cost-reducing deal structures for gas storage from an understanding of
price curves and their components.
Exploit differences in locational pricing with insights into the relationship
between basis and transportation/transmission.
Structure a natural gas and power swap to hedge a company's risk position,
explaining its risks and benefits as a risk management tool.
Price a swap from the price curve and customize the structure to meet various
customer needs including earnings, cash flow and embedded financing.
Apply basis swaps to either mitigate locational risk or to achieve a more
favorable risk/reward position by altering the index location.
Attain a fluency in language concepts and hedging application of options.
Package strips of options to create caps, floors and zero-premium collars.
Create structures that provide energy users with sub-index pricing using
embedded options.
Recognize options embedded in common supply contracts and their pricing
implications, including swing, double-ups and index contracts with maximum
prices, etc.


Following please find the Daily EnronOnline Executive Summary.


TO:  Mark Taylor and Peter Keohane

Further to our telephone conversations of last week, please find enclosed a memorandum confirming our analysis.  Please call either myself (403.266.9016) or Keith Chatwin (403.266.9088)  if you have any questions.  Regards.

G.F. Erickson
October 12, 2001

Wilma Quan-Forsyth
STIKEMAN ELLIOTT
4300 Bankers Hall West
888 - 3rd Street S.W.
Calgary, Alberta  T2P 5C5
Phone:  403.266.9026
Fax:  403.266.9034
wquan-forsyth@cal.stikeman.com

 - 40L301!.DOC


Mark,

I seem to recall from our earlier conversation that London can trade on the
PULPEX but cannot trade as a marketmaker.  That can only be done out of
Houston.  Is this understanding correct? and if so, why is that?  The reason
why I ask is that eventually we would like to move the marketmaking function
over to London.

regards
steve


---------------------- Forwarded by Phillip K Allen/HOU/ECT on 08/20/2000
05:38 PM ---------------------------

"Lucy Gonzalez" <stagecoachmama@hotmail.com> on 08/16/2000 02:44:36 PM
To: pallen@enron.com
cc:
Subject: Daily Report

       Phillip,
               The a/c I bought today for #17 cost $166.71 pd by ck#1429
      8/16/00 at WAL-MART.Also on 8/15/00 Ralph's Appliance Centerck#1428
      frig & stove for apt #20-B IVOICE # 000119 AMT=308.56 (STOVE=150.00
     (frig=125.00)DEL CHRG=15.00\TAX=18.56 TOTAL=308.56.FAX MACHINE FOR
FFICE CK # 1427=108.25 FROM sTEELMAN OFFICE PRODUC

TS.                                           Thanxs, Lucy
________________________________________________________________________
Get Your Private, Free E-mail from MSN Hotmail at http://www.hotmail.com


Dear Internet Stock News club members,

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That should be easy enough.   Paige needs some glasses, and that could run
$200-$300.
Dental is also covered, if we have any uncovered dental expenses.  I'm going
to guess we might have another $100 in prescriptions to fill this year as
well.  I could stand some new glasses also.

Your Eckerd's glasses can also be submitted.

We need to forecast for next year, as open enrollment starts soon.

Kay

"Neil Mann" <nmann@erac.com> on 10/16/2000 02:39:52 PM
Please respond to <nmann@erac.com>
To: <Kay.Mann@enron.com>
cc:

Subject: RE: reimbursement

Election was $2400. Paid to date is $784 and I have an additional $712 to
submit. Hopefully they will pay even though the insurance declined to cover
it. So, that leaves a balance of $904 and we will owe Sharon $200 or so by
the end of this month. Depending on what happens after that we might have
another $250 or so from Sharon by the last of December. Best guess, $500 or
so we need to cover somewhere.

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, October 16, 2000 1:49 PM
To: nmann@erac.com
Subject: Re: reimbursement

Does that take into account that more money may be going into the spending
account?  I think we have a total of $2500 allocated for the year.  My
records indicate that I've put in $1900 as of my last paycheck.

Love,

Kay

"Neil Mann" <nmann@erac.com> on 10/16/2000 01:08:08 PM

Please respond to <nmann@erac.com>

To:   "C. Kay Mann (E-mail)" <Kay.Mann@Enron.com>
cc:

Subject:  reimbursement

I just received the EOBs back on Sharon Seals. They will not pay. If the
reimbusement account pays it will leave about $900.00 in the account. I
will
try to get the form completed tonight and in the mail tomorrow.
NM


---------------------- Forwarded by John J Lavorato/Corp/Enron on 06/20/2000
12:13 PM ---------------------------

Louise Kitchen@ECT
06/20/2000 10:52 AM
To: John J Lavorato/Corp/Enron@Enron
cc:

Subject:


yes, I am serious.  In years past, there have been skinned cats found in
parks in Portland, espcially black cats.  I know it is gross, but it has
happened.  I would rather be safe than sorry.  You know, I wasn't trying to
preach to you in the last email, I'm sorry.

-----Original Message-----
From: Smith, Matt [mailto:Matt.Smith@ENRON.com]
Sent: Wednesday, October 31, 2001 8:59 AM
To: Laurel Hazzard
Subject: RE:

um, are you serious about the cat thing because now i'm a little
disgusted...

-----Original Message-----
From: Laurel Hazzard [mailto:lhazzard@firstam.com]
Sent: Wednesday, October 31, 2001 10:50 AM
To: Smith, Matt
Subject: RE:

yes, you were a little intoxicated when we spoke last night, but you
were
sweet.  That is kind of creepy that it is a full moon on Halloween.  I
need
to keep my cat inside because people steal cats on Halloween and skin
them.
Well buck up little camper, in the scope of everything, things really
aren't
that bad.  You could have to have life altering surgury.  Since this
thing
with my family, it really has put a lot of things into perspective.  I
hope
you feel better.  Call me later.

Love,
Laurel

-----Original Message-----
From: Smith, Matt [mailto:Matt.Smith@ENRON.com]
Sent: Wednesday, October 31, 2001 8:39 AM
To: Laurel Hazzard
Subject: RE:

i feel a little awful...plus i'm tired.  I hope you weren't looking
forward to speaking with a sober Mat yesterday.  i don't think i was
that drunk, but who knows.  plus, i must be allergic to something
because i can't stop sneezing.  oh, my life just sucks these days...j/k.
anyway, are you looking forward to tonight...especially with a nice full
moon...make sure to look out for the goblins...

-----Original Message-----
From: Laurel Hazzard [mailto:lhazzard@firstam.com]
Sent: Wednesday, October 31, 2001 10:28 AM
To: Smith, Matt
Subject:

Happy Halloween!

How are you feeling this morning?  I know you love email correspondence,
so
you'll be sure to write back.

**********************************************************************
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.
**********************************************************************


Per Mr. Steven Kean, of Enron Corp. please see below ( Appendix C - Order 888
"Allegations of Public Utilities Exercising Transmission
Dominance).

                                                                 APPENDIX C

          Allegations of Public Utilities Exercising Transmission Dominance

          I.  Examples From Proceedings Before Administrative Law Judges

               These are examples of allegations that various public

          utilities have refused to provide comparable service, either

          through refusals to wheel, dilatory tactics that so protracted

          negotiations as to effectively deny wheeling, refusals to provide

          service priority equal to native load, or refusals to provide

          service flexibility equivalent to the utility's own use.

               A.  American Electric Power Service Corp. (AEP)

               In 1993, AEP filed, on behalf of its public utility

          associate companies, an open access tariff that offered only firm

          point-to-point service with very limited flexibility.  It did not

          offer network service, flexible point-to-point service, or non-

          firm service.  Thus, it did not provide customers with the same

          flexibility that AEP itself has.  Nor did it provide a service

          priority equivalent to that enjoyed by native load.  The

          Commission set AEP's tariff for hearing and, on rehearing, held

          that in order not to be unduly discriminatory, the tariff had to

          offer comparable service.  American Electric Power Service Corp.,

          64 FERC 4 61,279 (1993), reh'g, 67 FERC 4 61,168 (1994).

               At hearing, Raj Rao of Indiana Michigan Power Agency (IMPA)

          (Ex. IMPA-1, Feb 23, 1994) and Kenneth Hegemann of American

          Municipal Power-Ohio, Inc. (AMP-Ohio) (Ex. AMPO-1, Feb 23, 1994),

          both senior management officials, testified concerning AEP's
,

                                        - 2 -

          alleged discriminatory practices. 1/  AMP-Ohio is an

          association of municipalities in Ohio, some of whose members

          depend on AEP for transmission and partial requirements service.

          IMPA is an association of municipalities in Indiana, and many of

          IMPA's loads are captive to the AEP transmission system.  The

          witnesses alleged as follows:

                    1.  In anticipation of high peak demands, AEP would

               contract for large blocks of available short-term power,

               withhold sale of short-term power, refuse to transmit third

               party short-term power, and require purchases from AEP at

               the emergency rate (100 mill/kwh) when an emergency might

               not exist.  Ex. AMPO-1 at 6.

                    2.  In December 1989, AMP-Ohio negotiated a 20 MW

               purchase of short-term power from Louisville Gas & Electric

               Company (LG&E).  AEP refused to wheel because LG&E had

               earlier that day told AEP it had no power to sell to AEP.

               AEP then bought the power from LG&E and offered to resell it

               to AMP-Ohio.  Ex. AMPO-1 at 6-7.

                    3.  In January 1990, AMP-Ohio solicited bids for

               February power purchases from a number of utilities

               including AEP.  AEP was not the winning bid.  AMP-Ohio made

               arrangements to purchase the power from four winning bidders

               and sought transmission through AEP.  When AMP-Ohio gave AEP

          1/   After the Rehearing Order expanding the scope of the
               proceeding, AMP-Ohio and IMPA withdrew this testimony as no
               longer necessary.  This withdrawal does not change the fact
               that the testimony was sworn to under oath.
,

                                        - 3 -

               the schedule for delivery, AEP refused to transmit the

               power, matched the average price of the winning bids, and

               made the sale itself.  Ex. AMPO-1 at 7.

                    4.  In August 1993, an AMP-Ohio member (Columbus, Ohio)

               was purchasing 10 MW of hourly non-displacement power from

               AEP and, after AEP raised its price to 60 mills/kwh, sought

               another source for the next hour.  Consumers Power Company

               and Detroit Edison Company both offered non-displacement

               power at 40 mills.  AEP refused to transmit, saying it had a

               600 MW unit out and could not resell power from another

               source. 2/  Columbus cancelled the transaction and had to

               buy 10 MW of power from AEP at 100 mills/kwh.  Ex. AMPO-1 at

               7-8.

                    5.  In July 1993, two AMP-Ohio members (Columbus and

               St. Mary's) had been buying hourly non-displacement power

               from AEP when the price rose to 35 mills.  Dayton Power &

               Light Company (DP&L) offered to sell at 23 mills and AEP

               agreed to transmit for one hour.  But for the next hour, AEP

               said it had problems with its system, refused to transmit

               the power, kept the power from DP&L for itself and offered

               to sell power to AMP-Ohio for Columbus and St. Mary's at 100

          2/   AEP generally limited its offer of short-term transmission
               to buy/sell transactions; that is, AEP would buy the power
               from the seller and resell it to the purchaser.
               Supplemental testimony of AEP Witness Baker (Ex. A-73) at
               27-29.  Often, the terms of the buy/sell transaction
               required transmission dependent utilities (TDUs) to maintain
               reserves and meet contractual commitments for at least a
               year.  Id.
,

                                        - 4 -

               mills.  Columbus increased its local generation, but St.

               Mary's purchased 8 MW at 100 mills.  For the next hour, AMP-

               Ohio arranged with DP&L for another 8 MW, hoping AEP would

               transmit under the 24 hour buy-sell agreement.  AEP did

               transmit this power.  Seven hours later in the day, St.

               Mary's Greenup Hydro project power was available and the 8

               MW from DP&L was no longer needed.  If St. Mary's had been

               receiving the hourly power that AEP had refused to transmit,

               St. Mary's could have switched to Greenup power.  But

               because AMP-Ohio had changed to daily service, St. Mary's

               had to pay a demand charge for the entire day, even though

               it used the power only 7 hours and would have paid less

               under the hourly rate.  Ex. AMPO-1 at 8-9.

                    6.  In January 1994, AMP-Ohio sought to transfer power

               from one member with generation to other members, which

               required transmission over AEP and Toledo Edison lines.

               Toledo Edison said yes, AEP said no.  AMP-Ohio's northern

               members purchased emergency power from Toledo Edison.  AMP-

               Ohio then reminded AEP that it had agreed not to deny

               transmission and AEP agreed to transmit.  Ex. AMPO-1 at 9.

                    7.  IMPA arranged to buy 80 MW of short-term power from

               LG&E and have it wheeled, using buy-sell arrangements,

               through Public Service Company of Indiana (PSI) and AEP to

               serve IMPA's load at Richmond (an IMPA member).  The

               delivered price was $.292 per kW-day plus a 1 mill adder.

               At the same time AEP arranged to buy 300 MW from PSI at $.30
,

                                        - 5 -

               per kW day plus out-of-pocket energy costs.  Hence, PSI was

               shipping a total of 380 MW to AEP with 80 MW of that amount

               to be delivered to IMPA's load at Richmond.  Then, on a day

               when IMPA should have received the 80 MW, AEP told IMPA that

               PSI had sold everything to AEP and that IMPA would have to

               buy from AEP at $.63 per kW day plus the cost of energy from

               AEP.  IMPA purchased from AEP under protest.  AEP used its

               control over transmission to intercept the 80 MW at a lower

               price and resell it as short-term power to IMPA.  AEP

               claimed that PSI had terminated its sales to AEP on that

               day.  But the 80 MW was independent of PSI's other sales to

               AEP and would not have been interrupted if AEP had not

               interrupted it.  IMPA-1 at 7.

                    8.  IMPA has combustion turbines owned by and located

               at one member, which IMPA would like to connect to the Joint

               Transmission System owned by IMPA, CINergy and Wabash Valley

               Power Association.  To do so, IMPA needed a metering

               agreement with AEP, to which AEP would not agree.  IMPA-1 at

               6.

                    9.  In January 1994, IMPA had power to sell from its

               turbines when AEP and others needed power.  IMPA offered

               power to AEP but AEP it said could not purchase the power

               without an existing contract.  Moreover, since there was no

               short-term tariff, IMPA could not sell the power to another

               utility.  IMPA-1 at 6.

                    10.  Another example of the utility engaging in
,

                                        - 6 -

               dilatory tactics that raised the customer's transaction

               costs and effectively denied transmission is the "sham

               transaction" provision proposed by AEP.  As filed, AEP's

               tariffs permitted it to deny service merely because a

               portion of the transmitted power might be used to serve a

               former retail customer of AEP.  See, e.g., Ex. BR&WVP-1 (J.

               Bertram Solomon testimony, February 23, 1994).  (As part of

               a settlement AEP filed the pro forma tariff and withdrew

               this provision.)

                    11.  Finally, AEP's originally filed tariff contained a

               "prodigal customer" provision.  Under this provision,

               transmission customers who sought to convert back to

               requirements service had to give AEP five years' notice, in

               which case AEP and the customer would enter into

               negotiations to determine whether AEP will provide service

               at all and if so under what rate, terms, and conditions.

               Ex. S-39 at 1 (Staff testimony).  AEP did not require notice

               from all new customers, only from prodigal customers.  Id.

               at 2.  That a potential customer was previously served by

               AEP is not a reason to treat the customer differently.  (AEP

               withdrew this provision when it filed the pro forma tariff.)

                    B.  Entergy Services, Inc. (Entergy)

               Entergy filed a partial settlement largely adopting the NOPR

          pro forma tariffs except for two provisions (headroom and

          ancillary services).  Because the settlement predated the filing

          date for customer testimony before the ALJ, the customers did not
,

                                        - 7 -

          address the need for Entergy to file a tariff.  However,

          customers did make allegations of discriminatory practices, as

          follows.

                    1.  Customers alleged that Entergy flat-out refused to

               wheel.  Louisiana Energy and Power Authority (LEPA) witness

               Sylvan J. Richard testified that LEPA's predecessor systems

               could not obtain interconnections from Entergy.  Ex. SJR-1

               at 50.

                    2.  Customers also alleged that Entergy refused to

               provide service priority equal to native load and refused to

               provide service flexibility equivalent to the utility's own

               use.  For example, LEPA witness Richard testified that even

               after state commissions ordered interconnections and other

               coordination services, LEPA's predecessors were still not

               able to obtain coordination services because Entergy was not

               willing to coordinate and because the transmission service

               it did offer was inflexible, unidirectional point-to-point

               service, which prevented economic coordination with others.

               Id. at 50-51.

                    3.  South Mississippi Electric Power Association

               (SMEPA) witness J. Bertram Solomon testified that Entergy's

               original "open access" tariff was restricted to point-to-

               point service, proposed separate charges for each operating

               company, and required the cancellation of existing

               agreements in order to take service under the proposed

               tariff.  Ex. SMEPA-10 at 28.  Entergy eventually filed a
,

                                        - 8 -

               network tariff, but proposed different local facilities

               charges for the various Entergy public utility operating

               subsidiaries.  Id. at 29.  Since these local facilities

               charges were higher than the transmission component of the

               subsidiaries' bundled rates, Entergy obtained a competitive

               advantage.  Id.

                    4.  The Arkansas Cities and Cooperatives (ACC) is a

               group of cities and cooperatives that own or operate

               electric generation or distribution systems in Arkansas.

               ACC Witness Steven Merchant testified that Entergy has

               segregated the wholesale market between two of its

               subsidiaries, Arkansas Power & Light Copmpany (APL) and

               Entergy Power, Inc. (EPI).  Ex. SMM-1 at 16.  In marketing

               power and energy in Arkansas, EPI is subject to an Arkansas

               Commission order that bars EPI from competing with APL for

               wholesale loads without first obtaining a waiver.  Id.

               Recently, EPI requested this waiver for all wholesale

               transactions in Arkansas except for wholesale customers

               currently served by an Entergy subsidiary; in other words,

               EPI requested the Arkansas Commission to expand competition

               for all wholesale customers except where EPI might compete

               with APL.  Id.  ACC witness Merchant concluded that, since

               EPI does not compete with APL, Entergy insulates APL's

               wholesale business from competition and denies those

               wholesale customers access to EPI as a source of power,

               thereby limiting alternative generation sources available to
,

                                        - 9 -

               ACC.  Id. at 17-19.  (Entergy's witness Kenney stated that

               Entergy has recently filed a joint motion with ACC to the

               Arkansas Commission seeking to extend the waiver and permit

               EPI to sell to APL's wholesale customers.  Ex. JFK-11 at 14-

               15.)

               C.  Pacific Gas & Electric Company (PG&E)

               Northern California Power Agency (NCPA) attached several

          documents to its 1988 complaint in Docket No. EL89-4.  These

          documents were provided to support NCPA's claim that PG&E's

          unreasonable practices under the PG&E/NCPA Interconnection

          Agreement (IA) effectively denied NCPA access to transmission

          properly requested under the IA.  Although the parties eventually

          settled and the Commission terminated the docket with a letter

          order dated May 18, 1988, these documents provide allegations of

          PG&E using dilatory tactics that so protracted negotiations as to

          effectively equal a refusal to wheel. 3/

                    1.  PG&E stated that since transmission was not

               currently available, it was entitled to wait 72 months

               before providing transmission; that is, transmission access

               could not be granted before the passing of the 72-month

               notice period.  NCPA 1988 Complaint, Ex. 3.  However, the IA

          3/   All of these incidents are related to and examples of PG&E's
               conduct described in the NOPR (FERC Stats. & Regs. 4 32,514
               at 33,073 n.151), that is, the history of PG&E's attempt to
               avoid its commitments made to the California owners of the
               California Oregon Transmission Project (COTP).  However,
               these incidents are not exactly the same as the incidents
               described in the NOPR, because NCPA is not one of the owners
               of the COTP.
,

                                        - 10 -

               provided that transmission be provided when it becomes

               actually available.  PG&E also requested substantial

               additional information, which NCPA considered beyond that

               reasonably necessary for a study, but still provided.  PG&E

               then determined that transmission was not available,

               reasoning that transmission was unavailable unless all the

               transmission requested could be provided 8760 hours per year

               without restrictions or limitations, extending through the

               expiration of the agreement in 2013.  NCPA 1988 Complaint at

               9.

                    2.  On November 27, 1987, NCPA made a new transmission

               request to PG&E, seeking 50 MW of bi-directional

               transmission at Midway.  NCPA 1988 Complaint, Ex. 5.  On

               January 28, 1988, PG&E filed an interconnection agreement

               with Turlock Irrigation District (TID) that provided TID

               with 50 MW of bi-directional transmission at Midway.

               Pacific Gas & Electric Company, 42 FERC 4 61,406, order on

               reh'g, 43 FERC 4 61,403 (1988).  On February 22, 1988, PG&E

               advised NCPA that all firm transmission service available at

               Midway had been fully subscribed.  NCPA 1988 Complaint, Ex.

               6.  Then, on March 29, 1988, PG&E filed with the Commission

               an interconnection agreement with Modesto Irrigation

               District (MID), that provided MID with 50 MW of bi-

               directional transmission at Midway.  Pacific Gas & Electric

               Company, 44 FERC 4 61,010 (1988).  At about the same time

               (in the last week in March 1988), PG&E advised NCPA that the
,

                                        - 11 -

               allocations of transmission to TID, MID, and others,

               including a not yet finalized allocation to Sacramento

               Municipality Utility District, had used all the transmission

               available at Midway.  NCPA 1988 Complaint, Exs. 7 and 8.

               D.  Northeast Utilities Service Company (NU)

               This is the case where Northeast Utilities acquired Public

          Service of New Hampshire (PSNH) (Docket No. EC90-10).  New

          England Power Company (NEP) witness Robert Bigelow's direct

          testimony expressed concern over the "relatively restrictive

          transmission policies of both" NU, on behalf of Northeast

          Utilities' public utility subsidiaries, and PSNH.  Bigelow Direct

          Testimony at 21 (filed May 25, 1990).  In his cross rebuttal

          testimony, Mr. Bigelow testified that "NU has a poor track record

          as a provider of transmission service" and "PSNH also has an

          abhorrent track record as a provider of transmission services."

          Bigelow Cross Rebuttal Testimony, at 3 (filed June 20, 1990).

          Mr. Bigelow described both NU's and NEP's (his own company)

          failure to provide service flexibility equivalent to their own

          use.  Except for NEP's TDUs, both NEP and NU historically

          provided only point-to-point transmission, which required

          separate scheduling for each transaction.  Bigelow Cross Rebuttal

          at 4.

               E.  Southern California Edison Company and San Diego Gas and
                   Electric Company

               The evidence in this merger proceeding (Docket No. EC89-5)

          included testimony from a number of witnesses describing
,

                                        - 12 -

          instances of Edison's conduct.  Richard Greenwalt was the power

          supply supervisor for the City of Riverside, California.  He was

          responsible for scheduling all purchases of energy for Riverside

          and for the cities of Azusa, Banning and Colton, California.

          Greenwalt testimony at 1 (November 1989).  (These four cities and

          Anaheim, California, are collectively referred to as the Southern

          Cities or Cities.)  Joseph Hsu was the Director of Utilities for

          Azusa.  Hsu testimony at 1 (November 1989).  Gale Drews was the

          electric utility director of Colton.  Drews testimony at 1-2

          (November 1989).  Bill Carnahan was the director for Riverside.

          Carnahan testimony at 1 (November 1989).  Gordon Hoyt was the

          general manager of the Anaheim power department.  Hoyt testimony

          at 1 (November 1989).  Dan McCann was the power coordination

          supervisor for Anaheim.  He supervised Anaheim's load scheduling

          and is a former Edison employee, having worked for Edison for 20

          years.  McCann Testimony at 1-2 (November 1989).  These witnesses

          testified that Edison refused to wheel as follows.

                    1.  Edison's policy was to curtail the Cities any time

               it could be justified using any of a list of acceptable

               reasons to deny interruptible transmission service.  Id. at

               22-23.

                    2.  Edison would not generally provide transmission

               service when Edison could save money by itself purchasing

               the economy energy that would be wheeled.  McCann testimony

               at 19.  The Cities called Edison every hour to request

               interruptible transmission service.  Id..  Edison often
,

                                        - 13 -

               refused to sell energy available in the Western Systems

               Power Pool to the Cities and then made available higher cost

               contract energy or partial requirements service.  Id. at 19-

               20.

                    3.  When Anaheim requested Edison provide firm

               transmission of power from neighboring states, Edison would

               often agree to provide non-firm service but would not

               integrate the capacity for many years in the future, saying

               that its control area did not need capacity at that time.

               Hoyt testimony at 9.  Since the selling utility was

               interested in a sale of capacity, not just energy, the

               transaction would not occur.  Id.  Edison repeatedly used

               its control over transmission to deny Anaheim access to low-

               cost firm power.  Id. at 9-10.

                    4.  While Edison provided short-term firm transmission

               service to the Cities, it would only provide long-term firm

               service for three specific resources:  the SONGS nuclear

               plant, a specific IPP, and Hoover Dam power.  Hoyt testimony

               at 20.  One of Edison's reasons for denying long-term

               transmission was that Edison desired to reserve the

               transmission for its own future (unspecified) needs.  Id.

                    5.  In the 1970s, Edison refused to allow the Cities

               access to the Pacific Intertie.  Hoyt testimony at 21; Drews

               testimony at 7-8.

                    6.  In 1988, Edison refused to provide transmission

               service for a Cities power purchase from Public Service
,

                                        - 14 -

               Company of New Mexico (PSNM) from Palo Verde Nuclear

               station.  Hoyt testimony at 21.

                    7.  Edison has refused to provide requested firm

               transmission from

                    - California-Oregon border to Midway Station

                    - Nevada-Oregon Border to Sylmar Substation

                    - Palo Verde Switchyard to Vista

                    - SONGS Switchyard to Vista.

               Carnahan testimony at 15.

                    8.  Riverside requested transmission from Palo Verde

               and was told that such service was not available.  Carnahan

               testimony at 16.  Edison offered Riverside only 12 MW of

               curtailable transmission entitlement to provide Riverside's

               share of Palo Verde.  Id.  This service was neither large

                    enough or long enough, and Edison insisted on

                    unreasonable terms and conditions.  Id.

                    9.  Azusa, Banning and Colton had a contract with

               Edison that entitled them to use their Palo Verde firm

               transmission path to schedule energy to meet their contract

               energy obligation.  Edison refused to permit the three

               cities to use that path.  Edison did not contest that the

               contracts allowed this use, but said that the scheduling of

               such small amounts of energy for the three cities would be

               too burdensome.  Greenwalt testimony at 14.

                    10.  Edison would not respond in a timely manner to the

               Cities' requests, routinely taking months to respond.  Drews
,

                                        - 15 -

               testimony at 15.

                    11.  During the 1980s, Edison provided Colton with some

               transmission service to allow the Cities to reach certain

               suppliers, but limited the choices available to the Cities

               and imposed terms and conditions that increased the Cities'

               costs and placed Colton at a disadvantage against Edison.

               Drews testimony at 9.  Arranging alternative generation

               sources was difficult because the Cities always had to first

               get Edison to state whether it would provide transmission.

                    12.  During 1988 and 1989, a dispute arose between

               Edison and the Cities concerning the Hoover Uprating

               Project.  Drews testimony at 16.  Edison argued that for the

               months when units were out of service for uprating, and

               Southern Cities capacity was reduced to zero, Southern

               Cities would not receive an energy credit, even though

               energy was still available and used by Edison.  But the

               contracts allowed a participant who did not have capacity to

               still schedule its energy as non-firm energy on the capacity

               of another participant.  Id. at 16-17.

                    13.  In 1986, Azusa negotiated a power purchase

               contract with the California Department of Water Resources

               in increments of first 5 MW and then 2 MW (for a total of 7

               MW).  Hsu testimony at 14.  First Edison assured Azusa that

               the transmission for the additional 2 MW would not be a

               problem.  Id.  Then Edison would not agree to amend the

               transmission service agreement for the additional 2 MW.  Id.
,

                                        - 16 -

                    14.  In 1986, Azusa notified Edison of Special

               Condition 12 4/ purchases from PG&E and requested firm

               transmission service.  Id.  Two months before service was to

               begin, Edison notified the Cities of a problem with the

               transmission lines.  Id.  Transmission was eventually

               granted, but only after a four-month delay and substantial

               losses to the Cities.  Id.  Then Edison decided there was no

               problem with its transmission facilities.  Id. at 14-15.

                    15.  In 1986-87, the Cities purchased 20 MW from PG&E

               and 80 MW from Deseret G&T Cooperative.  Hoyt testimony at

               7-8.  Edison stated that without reinforcement of its

               transmission system, Edison would not provide the

               transmission.  Id.  There was a five-month delay during

               which the Cities were forced to purchase from Edison at a

               higher cost.  Id. at 8-9.  Then Edison decided that the

               transmission system did not need reinforcement.  Id. at 8.

                    16.  Edison also refused to provide a service priority

               equal to that of native load.  It would curtail the Cities

               in order to purchase more economy energy for itself.  McCann

               testimony at 28.  If Edison could make the purchase, it

               would curtail the City and use the energy for itself.  Id.

               When Edison curtailed the Cities, they were not able to

          4/   Special Condition 12 of the Integrated Operations Agreement
               between Edison and the Southern Cities defined certain
               Special Condition 12 resources and allowed the Cities to
               make certain uses of those resources, subject to certain
               restrictions.
,

                                        - 17 -

               purchase economy energy and instead purchased energy from

               Edison.  Id. at 24.

                    17.  According to Edison, the interruptible

               transmission it provided the Cities was interruptible for

               any reason.  Id. at 20.  A purchase could be terminated the

               hour after it is begun or even during the hour.  Id.  As a

               result, the Cities lost opportunities to make advantageous

               economy purchases.  Id. at 20-21.

                    18.  Edison also refused to provide customers

               flexibility similar to the flexibility Edison provided

               itself.  Edison's refusal to provide bi-directional

               transmission service restricted the Cities' abilities to

               purchase hydroelectric energy from the Pacific Northwest.

               Hoyt testimony at 22.  Because most contracts with Northwest

               utilities require a return of power, the Northwest utilities

               would not deal with the Cities without transmission to

               return energy.  Id. at 22-23.  Edison did provide bi-

               directional transmission to the Los Angeles Department of

               Water & Power (LADWP) to accommodate flows to and from

               Arizona.  Id.

                    19.  Riverside was unable to obtain non-firm service

               more than two hours in advance of need.  Carnahan testimony

               at 18.

                    20.  Riverside and Colton were both served out of

               Edison's Vista substation.  Although the two cities were on

               the same 69 kV bus, Edison would not allow them to sell
,

                                        - 18 -

               energy to each other.  Greenwalt testimony at 17.

                    21.  Riverside's agreement with Edison allowed

               Riverside to purchase a block of energy through the WSPP and

               divide it up among the four Cities (Azusa, Banning, Colton

               and Riverside).  Greenwalt testimony at 17.  When Riverside

               had excess energy from other sources, Edison would not

               permit it to sell that energy to the other three cities.

               Id.  For example, Riverside attempted to sell Deseret energy

               transmitted by LADWP to the Edison system.  Id. at 17-18.

               LADWP would not break out the Cities' shares of that energy,

               and Edison would not accept the energy as a delivery for all

               four cities.  Id. at 18.  Edison argued that because this

               energy was excess energy that Riverside could not use,

               Riverside did not have transmission rights to bring it into

               the control area.  Id.  As a result, Riverside paid for the

               energy delivered by LADWP to the Edison control area, but

               could not sell it to the other three cities, and gave it to

               Edison itself, which consumed the energy without making any

               payment for it.  Id.  Riverside tried a number of

               alternative paths, including using WSPP transmission where

               Riverside paid Edison 5 mills to connect to Azusa, 5 mills

               to connect to Banning, and 5 mills to connect to Colton for

               each megawatthour.  While this approach was successful for a

               while, eventually Edison refused to permit these sales.

                    22.  Edison claimed that the Cities only have

               transmission rights to bring in enough Special Condition 12
,

                                        - 19 -

               energy to satisfy the Cities' load.  Greenwalt testimony at

               18.

                    23.  Edison contended that the Cities' load

               requirements were satisfied first by integrated resources

               and then by Special Condition 12 and economy energy

               purchases.  Id. at 19.  When the Cities' integrated

               resources exceeded their load, any Special Condition 12

               resources became excess.  Under Riverside's Deseret

               contract, the Cities were required to take a minimum of 35

               MW each hour.  Id.  Edison acknowledged that it was

               obligated to buy, or allow the Cities to sell, any excess

               energy from Riverside's integrated resources.  Id.  However,

               Edison refused to give the Cities credit for excess Special

               Condition 12 energy brought into the area, claiming that the

               Cities could not have brought it in because they did not

               have transmission rights.  Id.

          II.  Other Examples of Transmission Disputes

               Disputes over transmission are not uncommon, contrary to

          EEI's suggestion.  Some recent examples taken from pleadings and

          other documents and from Commission orders reveal that it has

          been very difficult for various entities in the electric power

          industry to agree on transmission rights.  These examples also

          reveal that even after issuance of AEP and the Open Access NOPR

          with its proposed pro forma tariffs, there has been considerable

          controversy over whether various utilities' "open access" tariffs

          deviate from those tariffs.  (The Commission has allowed
,

                                        - 20 -

          utilities that adopt tariffs that match or exceed the non-rate

          terms and conditions in the NOPR pro forma tariffs to obtain

          certain benefits.)

                    A.  In a letter of February 3, 1995 to Mr. Gerald

               Richman of the Commission's Enforcement section in the

               Office of the General Counsel, Steven J. Kean, Vice

               President, Regulatory Affairs, Enron Power Marketing, Inc.

               (Enron) alleged that Niagara Mohawk Power Corporation (NiMo)

               refused to wheel power from Rochester Gas & Electric (RG&E)

               to Enron under RG&E's transmission contract with NiMo;

               however, when Enron revealed the buyer, NiMo did wheel power

               for RG&E to the buyer.  Mr. Kean alleged that this was not

               an isolated incident.  NiMo argued that the contract did not

               require it to provide RG&E with transmission to Enron.  It

               also said that the principle of comparability does not

               require the service.  Letter of November 21, 1994 from NiMo

               representative A. Karen Hill to Gerald Richman.

                    B.  The Commission's Task Force Hot Line (Hot

               Line) received a complaint that a member of the New

               York Power Pool (NYPP) refused to transmit power that

               another member bought from a power marketer.  In a

               letter of November 17, 1994, from Chair Moler to Mr.

               William J. Balet, Executive Director of NYPP, Chair

               Moler explained that the Commission's enforcement staff

               had investigated and found the allegation to be true.
,

                                        - 21 -

                    C.  In Southern Minnesota Municipal Power Agency

               v. Northern States Power Company (Minnesota), 73 FERC 4

               61,350 (1995), NSP and SMMPA had a contract under which

               NSP agreed to provide transmission service.  However,

               the parties had numerous disputes over the service.

               The Commission found that NSP had misinterpreted the

               contract in several ways.  For, example, SMMPA argued

               that it should be able to directly schedule its

               deliveries of energy out of the NSP control area and

               that it should not be limited to particular points of

               delivery.  NSP argued that only it was entitled to

               control the physical operation of scheduling.  The

               Commission found that the clear language of the

               contracts gave SMMPA the authority to schedule its own

               power.

                    D.  Mid-Continent Area Power Pool, 72 FERC 4 61,223

               (1995), involved MAPP's membership criteria, which made it

               impossible for a power marketer to join MAPP and obtain the

               benefits of certain transmission services available only to

               MAPP members.  The Commission found that the membership

               criteria may be unreasonable, particularly since there may

               be less burdensome ways of setting up membership criteria

               for non-traditional entities.

,