Jeanne,

Looks great.  I don't have any changes.

I like your characterization of the "bond cap" issue Pat and I mentioned this
morning.  My bet is that, ultimately, this will drive the CPUC to increase
the CPA.  Once the legislators figure out that the general fund will not be
fully reimbursed if the bond issue is less than $10 billion, they will put
pressure on the CPUC to make sure the CPA is as large as possible.

Steve

JBennett <JBennett@GMSSR.com> on 03/21/2001 11:26:22 AM
To: Christopher.F.Calger@enron.com, Jeff.Dasovich@enron.com,
pgboylston@stoel.com, Elizabeth.Sager@enron.com, Steve.C.Hall@enron.com,
Christian.Yoder@enron.com
cc: Mollie.Gustafson@enron.com, Brenda.Whitehead@enron.com

Subject: Draft  Comments on DWR Letter

Attached, per our conference call of earlier this morning, are short and
sweet comments on the March 14, 2001 letter of DWR re CPA implementation.
Please provide any comments/questions  to me as soon as possible.

 <<X22873.DOC>>

Jeanne Bennett

 - X22873.DOC


The following servers will be coming down, please click on the icon for more
details and scheduled times :

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-------------------------------------------------------------

FOR:  PR1 - Apollo Production

Outage Start: (CST) 5/20/2001 at 07:00:00 PM

Outage End: (CST) 5/20/2001 at 10:00:00 PM

Outage Abstract:  The outage will facilitate the upgrade of backup/restore
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Outage Description: The outage will facilitate the upgrade of backup/restore
software.

Outage Implication: Production SAP and eHRonline will not be available during
the outage.

Contact Name:Paul Calvino   #:  800-383-3929


----- Forwarded by Jeff Dasovich/NA/Enron on 01/24/2001 11:29 AM -----

	Scott Govenar <sgovenar@govadv.com>
	01/24/2001 08:17 AM

		 To: Hedy Govenar <hgovenar@govadv.com>, Mike Day <MDay@GMSSR.com>, Bev
Hansen <bhansen@lhom.com>, Jeff Dasovich <jdasovic@enron.com>, Susan J Mara
<smara@enron.com>, Joseph Alamo <JAlamo@enron.com>, Paul Kaufman
<paul.kaufman@enron.com>, David Parquet <David.Parquet@enron.com>, Rick
Johnson <rick.johnson@enron.com>, Marcie Milner <mmilner@enron.com>, Sandra
McCubbin <Sandra.McCubbin@enron.com>, Tim Belden <Tim.Belden@enron.com>, Rick
Shapiro <rshapiro@enron.com>, Jim Steffes <james.d.steffes@enron.com>, Alan
Comnes <acomnes@enron.com>, Chris Calger <ccalger@enron.com>, Mary Hain
<mary.hain@enron.com>, Joe Hartsoe <Joe.Hartsoe@enron.com>, Donna Fulton
<Donna.Fulton@enron.com>, Steven Kean <Steven.J.Kean@enron.com>, Karen Denne
<kdenne@enron.com>
		 cc:
		 Subject: Security

Attached, please find the security assessment legislation SBX1 13.

http://info.sen.ca.gov/pub/bill/sen/sb_0001-0050/sbx1_13_bill_20010123_introdu
ced.pdf


We have a # of counterparties whom credit will allow daily trading and/or balance of month trading (with no forward trading).  It would be much more efficient for the trading organization and the counterparties to have functionality within EOL that allowed for better credit screening.   We have moved away from the broker markets, and the current screening mechanism forces us to trade in the broker market with credit limited counterparties.

I would like to get this changed ASAP, if possible.

Thanks.
---------------------- Forwarded by Kevin M Presto/HOU/ECT on 05/10/2001 11:24 AM ---------------------------
From:	Edward Sacks/ENRON@enronXgate on 05/10/2001 10:55 AM
To:	Kevin M Presto/HOU/ECT@ECT
cc:	William S Bradford/ENRON@enronXgate, Tom Moran/ENRON@enronXgate
Subject:	Edison Mission Marketing & Trading, Inc.

Kevin

As I mentioned to you, due to some recent success in obtaining additional security, we are extending credit to Edison Mission Marketing & Trading, Inc. to transact on the day ahead and balance of week markets only.  We will not be granting them execution rights on EOL due to the lack of controls/functionality for daily transactions.  EOL, unlike ICE, has tenor function set by months versus number of days.  As a result, in the case of Edison Mission, if we set EOL for one month, Edison would have access to balance of the month plus next month.  It seems to make this work for Edison and perhaps other potential counterparties, it would either require reengineering of the system or possibly coming up with dividing the products to incorporate daily transactions.  If you would like to discuss further, please call.

Ed


Hi Sally -

Taking care of Philippe's emails while he's out.  Are there one or two floors
that are occupied fully by your groups?  Please tell me the floors (probably
two) where you would like the meetings and I will call Patti to coordinate
your availability to attend.  I'll then send an email to your people
notifying them of such.

Thanks,

Peggy

 -----Original Message-----
From:  Beck, Sally
Sent: Monday, April 09, 2001 11:54 AM
To: Philippe A Bibi/HOU/ECT@ENRON; Piper, Greg
Subject: Suggestions for Floor Meeting Locations

The floors chosen for these meetings appear to be geared to the IT teams.
Between my operations teams dedicated to EA, EGM and EIM, I have roughly 500
employees in the Enron building.  Do you want all of them to choose one of
the floors noted in your e-mail message, or would it be better to schedule
one or two floor meetings in locations that more easily incorporate this
segment of Net Works?  I have noted below the approximate number of employees
per floor (including only those floors with a significant number of
operations employees):

  29th Floor (trading) 67 employees  EGM risk, vol. mgmt., confirms,
settlements and EIM risk

  30th Floor (trading) 35 employees  EGM risk, confirms, settlements (various
products)

  31st Floor (trading) 52  employees  Power risk, confirms, vol. mgnt.,
settlements and DPR           and MPR teams

  32nd Floor (trading) 117 employees  Gas risk, logistics (all regions),
operational analysis

  37th Floor   148 employees  Gas vol. mgmt., settlements, and global
services
Also, given the fact that operations is a relative "newcomer" to Enron
Networks and yet represents a large number of employees in the group, I would
be happy to work with you on remarks for all of the floor meetings to make it
easier for you to be fully inclusive in these sessions.   --Sally
---------------------- Forwarded by Sally Beck/HOU/ECT on 04/09/2001 10:30 AM
---------------------------
   Office of the Chairman - Enron Net Works LLC

From: Office of the Chairman - Enron Net Works LLC@ENRON on 04/09/2001 10:13
AM
Sent by: Enron Announcements@ENRON
To: ENW-Employees_Houston
cc:
Subject: Net Works Floor Meetings - DATES AND LOCATIONS HAVE CHANGED PLEASE
READ

We will be holding floor meetings on the following dates.  Please join us for
a general overview and Q&A session on one of the following floors:

Tuesday, 4/17/01 - 2:00 - 3:00 p.m.  Location:  In front of EB2711

Wednesday, 4/25/01 - 2:00 - 3:00 p.m. Location:  In front of EB2265

Thursday, 4/26/01 - 2:00 - 3:00 p.m.  Location:  In front of EB2556

Philippe & Greg

Please disregard the email sent on 4/6/01.  We apologize for any
inconvenience.


Peter,

i just wanted to confirm the trade that i just executed on EOL where NJR
Energy Services buys 10,000/day Henry Hub Phys @ $6.60 for the Dec00 days 5
thru 31 is to be changed to a Gas Daily Swap at the hub for the same time
period and volume and price.

Thanks

Stephen Westhoven
Director Energy Trading

NJR Energy Services
1415 Wyckoff Rd
Wall NJ 17719
pho# (732) 938-1261
fax# (732) 919-8118
?


Was that a real no or an I'm going to make you think it's no and then give
you crap later?

Just kidding.
I didn't think you'd come when you found out where we were going.

R


Susan,

Can you please set up the attached book for the estate.

Thanks

KK


I'm not betting the farm on the escrow funding tomorrow.  I'll manage
expectations on this end.  I don't want to let up on Delta, however.

"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/19/2001 03:48:56 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:

Subject: RE: ENA Agreement as to Forms of Agreements

Kay:

We need agreement on the escrow disbursement letter (which Delta still needs
to comment on).  Per the letter agreement, we already have agreement on the
form of Amended and Restated LLC Agreement; however, the outstanding issue
with respect to requiring unanimous member consent for sale of all or
substantially all of the assets of the LLC is still on the table.

Isabel Parker called and reminded me that the ENA Consent and Agreement is
to be signed tomorrow, Friday 4/20, contemporaneously with the funding of
the escrow account, rather than upon closing.  She is happy with the letter
if we drop its references to the ENA Consent and Agreement.

I am now worried about the ability to have an escrow funded by tomorrow,
given that we still haven't let the escrow agent in on this structure.  Greg
called about an hour ago and said he was working on comments to the escrow
agreement.

Carolyn M. Campbell
King;& Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>
;

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Thursday, April 19, 2001 3:23 PM
To: Campbell, Carolyn
Subject: Re: ENA Agreement as to Forms of Agreements

Is there anything we need to get them to consent to?

Kay

"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/19/2001 02:17:42 PM

To:   "'gregorylang@paulhastings.com'" <gregorylang@paulhastings.com>,
      "'iparker@freshfields.com'" <iparker@freshfields.com>
cc:   "'kay.mann@enron.com'" <kay.mann@enron.com>, "Keffer, John"
      <JKeffer@KSLAW.com>

Subject:  ENA Agreement as to Forms of Agreements

 <<30b202!.DOC>>

Greg and Isabel:

Enclosed is the initial draft of a letter agreement by ENA consenting to
the
form of the ENA Consent, the Promissory Note, the Security Agreement and
the
Financing Statement, prepared along the same lines as the GE consent.
Please review and advise of any comments.   Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure 140366v2

                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended
exclusively for the individual or entity to which it is addressed.  This
communication may contain information that is proprietary, privileged or
confidential or otherwise legally exempt from disclosure.  If you are not
the named addressee, you are not authorized to read, print, retain, copy or
disseminate this message or any part of it.  If you have received this
message in error, please notify the sender immediately by e-mail and delete
all copies of the message.

(See attached file: 30b202!.DOC)

                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended
exclusively for the individual or entity to which it is addressed.  This
communication may contain information that is proprietary, privileged or
confidential or otherwise legally exempt from disclosure.  If you are not the
named addressee, you are not authorized to read, print, retain, copy or
disseminate this message or any part of it.  If you have received this
message in error, please notify the sender immediately by e-mail and delete
all copies of the message.


Thanks Zimin:
I think we need to get together sometime tomorrow to go over the model in details. It will be much more productive if you guide me and Tom through the general approach and the related code sections.
Let me and Tom know when is best for you.
Paulo Issler

 -----Original Message-----
From: 	Lu, Zimin
Sent:	Monday, August 20, 2001 2:02 PM
To:	Halliburton, Tom; Issler, Paulo
Cc:	Kaminski, Vince J
Subject:	Storage model

Paulo and Tom,

I have created a directory SAM  in O:\research\common\projects\options where I saved the source
codes and spreadsheets for SAM models.

This model is developed by Vince, Stinson and myself. It was audited by Professor Duffie.
Any further development has to proplerly credit the original developer.
Do not forget that when you are marketing it.

I want all the further development be contained in the above mentioned SAM directory.

Here are two further development issues:

1). Set constriants, say we have to full at the end of Oct., this can be done through introduction of penalty;
2). Back test the delta hedges suggested by the model. It may require a lot of time.

Zimin

PS: Here are the two project structures:

SAM (Valuation only)

Framwrk.c
Framwrk.h
nrutil.c
nrutil.h
SAM.def
SAM_XLL1.c
storageVal_new2.c
XLCALL.H
EIGSRT_D.obj
GASDEV.obj
JACOBI_D.obj
RAN2.obj
timefunc.obj

SamDelta (Valuation and commodity deltas)

Framwrk.c
Framwrk.h
nrutil.c
nrutil.h
SamDelta.def
SamDelta_XLL2.c
storageVa_comdityDelta.c
XLCALL.H
EIGSRT_D.obj
GASDEV.obj
JACOBI_D.obj
RAN2.obj
timefunc.obj


I spoke with Mary Mervene this morning and the llenders declined to convene
this week although we will arrange an ECA call for Thursday or Friday.  Mary
has requested that we do the following:

1) Send the Lenders and S&W the new budget info and the revised change order
summary.

2) Revise the model to reflect the new costs and the new timeline.

3) S&W will review the model and then we will repeat the exercise of
calculating fuel oil and Furnas penalty exposures.

4) Finalize sponsor support elements.

This can all occur fairly quickly except I am concerned because we have not
resolved the budget with Shell,  and theoretically the lenders can take 30
days to review the model and budget when submitted.

We also need to discuss strategy because we may want to delete the
contingency from the budget since the lenders are going to want the sponsors
to commit to some general contingency supporty anyway.


Hello,

I work in Applications Integration on the GEM Project (Windows 2000
rollout).  It is our mission to ensure that all applications are tested and
packaged for use with Windows 2000 so that the Enron user community can be
migrated to Windows 2000.  I am contacting you because we have identified the
current version of HTS32 as not compatible with Windows 2000 and I found your
name in the application group as one of the users of this application.

I need your help in gathering the following information:

Who is the "owner" of this application (the person who can tell me if it is
still needed)?

Is it still used?

Has it been replaced by another application or a web based application?  If
so, when and which application?

If it is still used:

Vendor (or developer) name?  (please include any contact info. you may have:
web site, contact, phone number).

Who can work with me to obtain the new version (if needed) and test it?

Who uses it (if this list is too large, just note the approximate number of
people)?

Do you foresee that this application will go away in the next couple of
months?

Is your maintenance contract up-to-date?

Please contact me at your earliest convenience.

Thank you,

Howard Petty
Applications Integration
x35405


fyi

 -----Original Message-----
From: 	Dick, Sharon
Sent:	Tuesday, August 28, 2001 11:55 AM
To:	Hachen, James
Subject:	Org memo

Jay ,
	Attached is the memo that was sent.


Hi Shirley,

 This email is in reference to your vmail regarding my rescheduling my
meeting on tomorrow at 2 pm with Vince.  That is fine with me because the
Credit guys (Craig Chaney and Jeff Kinneman) have had a change in strategy.

 They have asked us to take some time to evaluate Moody's Riskcalc software.
Therefore I have had to put the Duffie project on hold for the last few
days.  However I am about two thirds through the Duffie documents and will
resume studying them as soon as I get through the lengthy RiskCalc documents.

 Let me know if he still wants to meet later in the week

Thanks,
Iris.


Start Date: 4/21/01; HourAhead hour: 3;  No ancillary schedules awarded.
Variances detected.
Variances detected in Load schedule.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001042103.txt

---- Generation Schedule ----
*** Final schedule not found for preferred schedule.
     Details:

  TRANS_TYPE: FINAL
  SC_ID: ECTRT
  MKT_TYPE: 2
  TRANS_DATE: 4/21/01
  UNIT_ID: HARBGN_7_UNITS

---- Load Schedule ----
$$$ Variance found in table tblLoads.
     Details: (Hour: 3 / Preferred:   0.42 / Final:   0.39)
  TRANS_TYPE: FINAL
  LOAD_ID: PGE1
  MKT_TYPE: 2
  TRANS_DATE: 4/21/01
  SC_ID: EPMI


----- Forwarded by Steven J Kean/NA/Enron on 02/28/2001 02:48 PM -----

	Jeff Dasovich
	Sent by: Jeff Dasovich
	02/16/2001 08:49 AM

		 To: Sandra McCubbin/NA/Enron@Enron, Susan J Mara/NA/Enron@ENRON,
MDay@GMSSR.com, Hedy Govenar <hgovenar@mail.acom2.com> @ ENRON, Scott Govenar
<sgovenar@govadv.com>, Paul Kaufman/PDX/ECT@ECT, James D
Steffes/NA/Enron@Enron, Harry Kingerski/NA/Enron@Enron, Richard
Shapiro/NA/Enron@Enron, skean@enron.com, mpalmer@enron.com, Karen
Denne/Corp/Enron@ENRON, BTC <BCragg@GMSSR.com>
		 cc:
		 Subject: Ken Lay's email to Sen. Brulte

Greetings All:

First, I am apologizing in advance for any typos in this email.  Schedule is
very tight, but I wanted to make sure that everyone had it first thing this
morning, with some back-up info that I've included below.

Attached is the email that was sent to Ken Lay's office yesterday evening for
delivery to Sen. Brulte.  It's of course confidential.  Few points:

I don't have Bev's email, so if you could please forward to her, that would
be appreciated.
As we discussed (Jim, Mike, Bev, Scott, Hedy) on our lengthy call on
Wednesday, I'm assuming that the plan is still to "wallpaper" Sacramento with
our proposed legislation.
This email does not contain the legislation.  Mike sent the "final" versions
of our legislation out yesterday, except for the siting piece, which I
believe Brian Cragg of Mike's office is finalizing today.
You'll note that we promise Senator Brulte in the email that we'll deliver to
his office today the proposed legislation.  Again, based on our call on
Wednesday, I'm assuming that we would simultaneously release the proposed
legislation to the rest of the world at the same time.
When we spoke on Wednesday, we decided that the Sacramento team would
determine to whom we would circulate the proposed legislation at the same
time that we deliver the Senator Brulte. I'm assuming that you folks will
handle that end of things.  Please let us know at your convenience to whom
you've decided to circulate.
This email does, however, include a "summary" of our proposed legislation.
But I'm not certain that the summary included in this email is the
appropriate language to distribute "to the world," or if we'll need instead
to tailor some new language.  I think we all agreed that we need a "one
pager" to accompany the legislative package so that we can communicate the
package effectively.
We also discussed the need to quickly develop a coalition to support our
proposals.  We didn't finalize that plan.  Perhaps the Sacramento team could
propose a plan to do that.  Perhaps we could start with our friends in the
Direct Access coalition?
We also talked about the need at this point to engage in PR and to get the PR
machinery activated, also with the goal of effectively communicating our
legislative package/message.  We're in a meeting with folks today where we
can discuss getting that side of things going and Karen Denne has contacted
Marathon and they're pondering some things that we can do in the near term.
You'll note that there's a considerable amount of information about the DWR
credit issue.  As I recollect, we discussed the issue in depth on the call.
You note that attached to the email is a "legislative fix" to AB1X that could
solve the credit issue and an attached set of "taking points" related to a
second alternative to solving the credit issue:  a PUC order clarifying that
DWR will get its money for power purchase costs.
Note also that Steve Kean reminded me that we've got to continue to push to
get the utilities out of the merchant function.  Accordingly, I've put a
brief paragraph on that issue in the note to Brulte in the last section
(legislative solution) under the topic "create a real competitive retail
market in California."  To the best of my knowledge, we don't have
legislative language on that piece yet, and it seems that we'll need to
discuss it in considerably more depth before doing so.

If you have any questions about any of the materials in the email, please
don't hesitate to contact me or Jim or Sandi to discuss.  I can be best
reached to day by pager at 888.916.7184.

Thanks to all for helping pull this together.

Best,
Jeff

----- Forwarded by Jeff Dasovich/NA/Enron on 02/16/2001 08:27 AM -----

	Jeff Dasovich
	Sent by: Jeff Dasovich
	02/15/2001 06:11 PM

		 To: jdasovic@enron.com, skean@enron.com, Richard Shapiro/NA/Enron@Enron,
James D Steffes/NA/Enron@Enron
		 cc:
		 Subject:

Steve:
Here's a substantially more cleaned-version, with attachments.  There's a
hard copy on your chair.

Best,
Jeff
----- Forwarded by Jeff Dasovich/NA/Enron on 02/15/2001 05:57 PM -----

	Jeff Dasovich
	Sent by: Jeff Dasovich
	02/15/2001 05:56 PM

		 To: jdasovic@enron.com
		 cc:
		 Subject:

Jim:
It was a pleasure speaking with you yesterday.  Based on our conversation,
this email includes the following:

An Enron contact to discuss developing small-scale generation on Tribal lands.

Our views on the impediments to distributed generation and suggestions on how
to remove those impediments.

A description of the credit issues that continue to impede DWR,s ability to
sign contracts with power suppliers, and options to resolve them. Two
possible options for addressing the credit issue are 1) a California PUC
order clarifying that DWR will recover its power purchase costs through
rates, and 2) an amendment to AB1X designed to accomplish the same goal.  I
have attached talking points regarding the California PUC order and proposed
amendments to AB1X.  We believe that an amendment to AB1X is the preferable
option.

Our assessment of the supply/demand picture in California.

Our suggestions for a legislative package designed to solve both the near-
and long-term electricity crisis in California.  We will deliver to your
office tomorrow detailed legislative language.  In those materials we will
also identify existing bills that we believe can easily accommodate our
proposed language.

I hope that the information is useful.  Please do not hesitate to contact me
if you would like to discuss these materials further, or if there is anything
else that I can do to assist you.

Regards,
Ken

Contact Information to Discuss Interest Expressed by Native American Tribes
in Installing Small-scale Generation on Tribal Lands

David Parquet, Vice-President
Enron North America
101 California Street, Suite 1950
San Francisco, CA 94111
Phone: 415.782.7820
Fax: 415.782.7851

2. Key Barriers to Distributed Generation

Excessive and Unnecessary Utility Stand-by Charges

Solution: The executive orders issued by the Governor on February 14th took a
step in the right direction.  Utility stand-by charges have always been
designed by the utilities to protect their monopoly position, extract
monopoly prices from customers, or both.  But there is no reason to limit the
elimination of these charges to generation facilities that are less than
1MW.  These limits will only lengthen unnecessarily the time it takes for
California to close the significant gap between supply and demand and reduce
the risk of black outs this summer.  We would propose lifting the cap by
offering amendments to SB27X, which is designed to facilitate development of
distributed generation.

Excessive delays and costs related to interconnecting facilities with
investor-owned and municipal utilities

Solution:   The Governor,s executive order regarding interconnection is a
step in the right direction*D-D-26-01 requires utilities to complete
interconnection studies within 7 days.  California should ensure that this
requirement applies to all generation facilities, including distributed
generation.  In addition, the financial conflicts the utilities face when
interconnecting generation facilities are simply too powerful to overcome
through executive orders or other regulations.  To the greatest extent
possible, California should shift control over interconnection away from the
utility and place that control with the California ISO.  This could be
accomplished through amendments to SB 27X.

Permitting and Air Quality Issues
Developers of distributed (i.e., &on-site8) generation that is 50 MWs or
greater must receive certification from the California Energy Commission and
therefore face all of the impediments to development that large-scale
generation faces.

Solution: California should ensure that the executive orders (D-22-01 thru
D-26-01) issued by the Governor to expedite plant siting and maximize plant
output apply equally to smaller scale, &distributed generation8 facilities.
In addition, distributed generation that is less than 50 MWs continues to
face local opposition.  The State should ensure that local, parochial
interests cannot block otherwise beneficial distributed generation projects.
These objectives could be accomplished through amendments to SB27X.

3. Credit Concerns Regarding Authority Granted to DWR in AB1X to Purchase
Electricity on Behalf of the Utilities

Enron responded to the RFP issued by DWR to enter into power contracts with
suppliers.
Enron is in active discussions with DWR to establish contract terms with the
goal of entering into a power purchase agreement as soon as possible.
However, ambiguities contained in AB1X have created significant credit risk
concerns that need to be resolved in order to finalize contract terms.
We understand that the lion,s share of counterparties share Enron,s credit
risk concerns.
Enron has proposed several options for resolving the credit risk issues and
is working with DWR to arrive at a solution that is mutually agreeable to
both sides and that might serve as a template for power purchase agreements
going forward.

Summary of the Source of the Credit Risk Issue

Ambiguous Ratemaking Authority
The language in AB1X is ambiguous as to whether DWR has any authority to
charge California ratepayers for the costs of purchasing power.  From our
analysis of the bill, the language in AB1X appears to leave intact the
California PUC,s exclusive jurisdiction over ratemaking in California.  As
such, suppliers have no assurance that the PUC will agree to include in rates
adequate charges to cover DWR,s costs of power purchases.

Ambiguous Regulatory Authority Regarding Contract &Prudence8
The language in AB1X leaves open the possibility that the California Public
Utilities Commission could determine that power purchases made by DWR are
&imprudent.8  On the basis of such a finding, the CPUC could then refuse to
allow DWR to collect from ratepayers the costs associated with its power
purchases.  Consequently, suppliers have no assurance that the PUC will agree
to include in rates the charges to cover the costs of power contracts that
DWR has entered into with suppliers.

Ambiguous Language Regarding the Ratemaking Mechanism that Will Be Used to
Recover DWR,s Costs of Power Purchases
In addition to the ambiguity regarding ratemaking and regulatory authority
noted above, the language in the bill is equally ambiguous with respect to
the specific ratemaking &mechanics8 that AB1X directs the PUC to employ to
permit DWR to recover its power purchase costs. Based on our analysis, it is
extremely difficult to determine how the PUC would design the rates to ensure
DWR recovers its power purchase costs.  Moreover, as currently drafted, it is
difficult to determine whether AB1X would even permit the PUC to include in
rates all of the charges necessary to fully recover DWR,s power purchase
costs.  Again, this ambiguity raises significant credit risk concerns since
suppliers have little assurance that DWR will have the ability to recover
from ratepayers the costs of purchasing power.

Options to Resolve Concerns Regarding Credit Risk

We have been working diligently with DWR officials to resolve the credit risk
issues.  We have identified three options:

Amend AB1X
The amendments, which are attached to this email, would clarify that a) the
PUC would accept as &prudent and reasonable8 all purchase costs incurred by
DWR, and b) the PUC is obligated to include in rates the charges necessary to
ensure that DWR fully recovers its costs of power purchases.  This is the
preferred option, though we understand that the there may be some political
challenges standing in the way of amending AB1X.  (See attached file
entitled, &AmendAB1X.doc8.)

Clarify the Ambiguities in AB1X through an Order Issued by the PUC, and
through Contract Language
This is the option that we are currently working with DWR officials to
implement.  However, it is more complicated and could take significantly more
time to implement than the "legislative" fix.  We have attached electronic
copies of the talking points related to the order that the California PUC
would need to issue under this option.  (See attached file entitled,
&cpuctalkingpoints.doc.8)

Make Use of Other Instruments Designed to Address Credit Risk
As indicated in our letter responding to DWR,s RFP, we are willing to accept
other forms of credit from DWR.  Those options include a letter of credit,
cash prepayment, or an acceptable form of collateral.  DWR officials have
indicated to us that DWR prefers to pursue the second options. That is, DWR
prefers to clarify the ambiguities in AB1X through a PUC order and through
contract amendments.

4. California,s Supply-demand Picture Heading into Summer 2001

Both the California Energy Commission and Cambridge Energy Research
Associates (CERA), a private sector energy think tank, have issued reports
showing that California faces a severe supply-demand imbalance.  They differ
only on how much and how soon additional supply will be made available.  All
credible sources agree that supply will be very tight throughout the Summer
of 2001 and that unless a solution is found immediately, blackouts are
likely.

CEC and CERA both forecast that California will be short of supply this
summer by approximately 5,000 MW.   These numbers are in line with our
estimates.  California,s supply base currently has a 6% capacity margin, well
below the average 15-20%, which is recommended for reliable system operation
in the West.  Since the West relies more heavily upon hydroelectric power
than other regions, reserves are particularly important, owing to the
unpredictability of the weather and the dry year the West has experienced to
date. In the event of a low rain and snow period, the system must possess the
flexibility to respond to the reduced availability of power supply.
California,s very low reserve margin makes it especially susceptible to this
requirement.

Other reasons for reduced supply for the Summer of 2001 include the early
draw-down of reservoirs in the continual effort to manage California's severe
supply-demand gap; emissions restrictions on existing plants; and a reduced
number of customers who can be curtailed under their contracts with the
utilities.  Cambridge Energy Research Associates asserts that at the current
pace of siting, permitting and construction, adequate supplies will not be
added to correct the market imbalance until 2003 at the earliest.

CERA predicts that California is likely to face approximately 20 hours of
rolling black outs this summer.  The CEC paints a considerably more
optimistic scenario, betting that California will bring an additional 5,000
MWs on line to meet peaking summer demand.  It is our view that California
should view the CEC's "rosy scenario" with considerable skepticism.

5. Suggested Package of Legislative Proposals Designed to Solve California,s
Electricity Crisis

This email offers an overview of our proposed legislative solution.  We will
deliver to your office tomorrow specific legislative language and existing
bills that we believe can accommodate our proposals.

As we have suggested throughout the crisis, any solution to California's
crisis must focus on four issues:

Increase supply
Decrease demand
Establish a truly competitive retail electricity market
Return California,s Investor-owned utilities to solvency

Increase supply--Legislative vehicle: SB28X (Sher)
To site and construct a power plant in Texas takes approximately 2 years.
Enron and others have completed the entire process in other states in less
than a year.  In California, it takes about six years, or longer.

The Governor,s executive orders and Senator Sher,s siting reform legislation
are steps in the right direction.  Our suggested amendments can improve those
efforts by further addressing the difficulties that project developers face
in securing air emission reduction credits to meet the air permit
requirements included in the CEC's certification requirements.  Enron,s
proposal seeks to streamline the process for 1) obtaining credits and 2)
transfering credits between air districts.  In addition, it creates an
innovative emissions reduction bank to allow project sponsors to fund
emissions in advance of obtaining certification, and permits the affected air
districts to use those funds to finance projects that will produce the
required reductions in pollution emissions.

Decrease demand*Legislative Vehicle:   AB31X (Wright)
Because of the delay in getting a solution in place in California, closing
the supply-demand gap through energy conservation and efficiency offers the
best chance of avoiding blackouts this summer.  This can be accomplished most
effectively and quickly in two ways:

Buy-down demand
California is tapping into an enormous amount of money from the General Fund
to finance DWR,s power purchases.  California could likely reduce demand more
economically by running an auction to determine the payments businesses would
be willing to receive to reduce their demand for a sustained period (e.g.,
through the summer months).  DWR could easily run an on-line auction to
determine the price it could pay for these demand reductions.  To
participate, businesses would be required to have the metering equipment
necessary to monitor and verify that they are actually achieving the
reductions.  Enron has developed an on-line auction software package, &Deal
Bench,8 that it would be willing to contribute to the effort.

Use Price Signals to Incent Voluntary Curtailment
To be successful, customers need access to the following key elements:

An internet based hour-ahead price posting system to track the market price
for hour-ahead power in real time.
Real-time metering systems for baseline demand and voluntarily curtailment
verification.
Settlement process that allows for market clearing prices of energy to be
paid for load reduction (&Negawatts8).

The potential benefits of an effective demand response program would include:

&creation8 of additional summer peaking capacity in California, particularly
in the short term, without requiring construction of additional generation
resources.
reduction of  peak or super-peak load on the over-stressed California
electric system, thus potentially reducing the overall cost of electricity in
the state.
fostering of demand elasticity without subjecting customers to the full risk
of hourly market price volatility by passing market price signals to
customers and allowing them to voluntarily shed load and be compensated for
responding.

We estimate that we could generate a summer 2001 on-peak demand response in
excess of 400 MW during certain high cost hours, and a demand response for
summer 2002 on-peak hours that could exceed 1000 MW.  We further estimate
that the market response to this program from all ESPs could be 2 to 3 times
that amount.  We recommend that the State of California provide rebates
directly to customers to fund the installation of advanced metering and
control systems that would support load curtailment implementation.

Establish a truly competitive retail electricity market*Legislative vehicle:
SB27X
The only customers who were protected from price volatility in San Diego were
customers who chose Direct Access and signed fixed price deals with energy
service providers.  Ironically, AB1X takes that important option away from
customers and businesses.  It is critical that AB1X be amended to remove the
prohibition against Direct Access.

Enron's legislative proposal would give customers freedom to enter into a
direct access transaction, while simultaneously addressing the Department of
Water Resources' concerns about stranded power costs that might result from
customer migration.

In addition, California will only achieve a competitive retail market when
the utility is removed completely from the procurement function.  Procurement
is not a utility core competency, as evidenced by the dire financial
condition in which the utilities now find themselves.  California should
therefore begin immediately to phase the utility out of the procurement
function entirely, with the goal of having all customers served by a
non-utility provider within 36 months.  To execute the transition, California
should hold a series of competitive solicitations over the 36-month period in
which competing service providers would bid for the right to serve segments
of utility load.

Return California,s Investor-owned utilities to solvency*Legislative vehicle:
AB18X
Utility bankruptcy will not increase supply and it will not decrease demand.
In short, bankruptcy does nothing to solve California,s supply-demand
imbalance.  In addition, bankruptcy increases the likelihood that consumers
and businesses will bear the significant financial risks of having California
State government assume the role of &electricity buyer8 for an extended
period of time.  Finally, bankruptcy will undermine both investor confidence
in California's energy markets and the private sector's willingness to
participate in that market.

California can return the utilities to financial solvency by implementing a
series of staged rate increases.  California should design those rate
increases with the dual goal of returning the utilities to solvency without
&shocking8 the economy or household budgets For example, California could
amortize the recovery of the utilities, past debt over a 5-10 year period.
In addition, the magnitude of the rate increase can be reduced in two ways:
First, the utilities could absorb some portion of their existing debt in
recognition of the risk they accepted when they agreed to the structure of AB
1890.  Second, California can &net8 the revenues the utilities have received
from selling electricity into the Power Exchange against the debts they have
accrued due to the retail price cap.


We parked some length with EL Paso for this morning (04/11) at PV.  We need
to sell the energy at PV.  The length is in Enpower already.  Please make the
sale at PV under ST-SW.  Aepco, MWD, TNP and LDWP should be buying.  The
price for deal #577883 goes in the model...not the price you sold it at.

EPE length is in Enpower, deal# 577883, this will be out in RT Position
Manager.  56mws for the day.
The schedule is as follows:

HE 1 8 mws
HE2 8 mws
HE3 8 mws
HE4 8mws
HE5 8mws
HE6 10mws
HE24 6mws

TOTAL  = 56mws

Please sell this power real time.
Check with the dispatchers EARLY, Lisa Gang's sheet shows everything you need.

Call Holdenn or myself with any questions.
Thanks,
Bill


-----Original Message-----
From: Trevino, Susan
Sent: Tuesday, April 16, 2002 9:18 AM
To: faulkjb@texaco.com; Green, Michael; gregory.schockling@bhlp.com;
Hagelmann, Bjorn; hugh.connett@bhlp.com; maedajr@texaco.com; Mihalik,
Trevor; Miller, Don (Asset Mktg); randall.curry@bhlp.com; Zisman, Stuart
Cc: Abel, Chris; Leuschen, Sam
Subject: Bridgeline DPRs for 4/12 and 4/15

Attached are the Bridgeline DPRs for April 12th and 15th.  Please contact me if you have any questions.

Thank you,
Susan Trevino
x3-1462

 <<BridgeDPR0412.xls>> 	 <<BridgeDPR0415.xls>>

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


This deal is with Mieco. It's been changed.

Thanks,
Kate

Kerri Thompson@ENRON
12/05/2000 07:07 AM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: 473241

apb shows this deal should be with mieco.

thanks


There were several items in the mail pouch that you needed a response form me
on.  Here are the responses:

Marchris forwarded a request to attend a conference on Aug 19 and 20.  I
think the original invite when to Ken and Jeff.  I will attend, subject to
them getting some reasonable response rate from the commissioners they
invited and provided that I get a speaking or similar participation
opportunity.
SMU professor and student asking for Astros tickets - yes
CERA conference on July 10-12 in Scotland -- decline


I could meet you guys at the zoo and could help in trying to manage the
kids.  If it's ok, I'll meet you at the front gate.  Sheryl mentioned Sam's
sick.  How's he doin?

-----Original Message-----
From: Elizabeth.Sager@enron.com [mailto:Elizabeth.Sager@enron.com]
Sent: Friday, December 01, 2000 10:04 AM
To: phillip.watts@usoncology.com
Subject: Sam's birthday

Hi Phil
Just want to make arrangements for Sam's party Sat, at the zoo, at 1000
with the Foelbers( no parent), Millers(no parent) and you'all  - You are
invited with the girls and could meet us at the zoo or, if you want a more
leisurely morning, we could pick up Eleanor and/or Alice and bring them
home. If we were to pick them up, we would swing around about 945.  Let me
know what you would like.  thanks


_________________________________________________________________

WEEKEND SYSTEMS AVAILABILITY

FOR

2/1/2002 5:00:00 PM through 2/4/2002 12:00:00 AM
_________________________________________________________________

Impact:   Corp
Time:   Sat 2/2/2002 5:30:00 PM CT thru Sat 2/2/2002 7:30:00 PM CT
	Sat 2/2/2002 3:30:00 PM PT thru Sat 2/2/2002 5:30:00 PM PT
	Sat 2/2/2002 11:30:00 PM London thru Sun 2/3/2002 1:30:00 AM London
Outage:   Maintenance of NAHOU-SQUFY04S & 05S
Environments Impacted:   Estate Unify Production.
Purpose:   Preventive maintenance on two cluster member servers.
Backout:   None
Contact(s):   Skinner, Tony  713-345-9334
	Jordan, Mark  713-286-5308
	Warner, John  713-345-1756

Impact:   EES
Time:   Fri 2/1/2002 3:00:00 PM CT thru Fri 2/1/2002 11:00:00 PM CT
	Fri 2/1/2002 1:00:00 PM PT thru Fri 2/1/2002 9:00:00 PM PT
	Fri 2/1/2002 9:00:00 PM London thru Sat 2/2/2002 5:00:00 AM London
Outage:   Upgrade EESHOU-DBRGS from NT 40 to W2K server
Environments Impacted:   SQL database
Purpose:   Server needs to be upgraded to windows 2000 and SQL 2000 to meet corp standards
Backout:   Restore original configuration from tape backup
Contact(s):   Nguyen, James  713-345-6137

Impact:   Corp
Time:   Thur 1/31/2002 5:00:00 PM CT thru Fri 2/1/2002 7:00:00 AM CT
	Thur 1/31/2002 3:00:00 PM PT thru Fri 2/1/2002 5:00:00 AM PT
	Thur 1/31/2002 11:00:00 PM London thru Fri 2/1/2002 1:00:00 PM London
Outage:   Replace disk on Envision
Environments Impacted:   Corporate-wide applications accessing the Envision web query, FileNet Panagon IDM Desktop, FileNet IDM for R3, Panagon Capture professional. Users will be able to access IBuyit and IPayit from SAP but will not be able to view invoices.
Purpose:   Maintenance is needed to repair bad disk
Backout:   None
Contact(s):   Vollmer, Mary  713-853-3381
	Rye, Gregory  713-345-3022

Impact:   Corp
Time:   Sat 2/2/2002 6:00:00 AM CT thru Sat 2/2/2002 9:00:00 AM CT
	Sat 2/2/2002 4:00:00 AM PT thru Sat 2/2/2002 7:00:00 AM PT
	Sat 2/2/2002 12:00:00 PM London thru Sat 2/2/2002 3:00:00 PM London
Outage:   Reindex Envision database
Environments Impacted:   Corporate-wide applications accessing the Envision web query, FileNet Panagon IDM Desktop, FileNet IDM for R3, Panagon Capture professional. Users will be able to access IBuyit and IPayit from SAP but will not be able to view invoices.
Purpose:   Maintenance needed to correct performance issues
Backout:   None
Contact(s):   Vollmer, Mary  713-853-3381
	Rye, Gregory  713-345-3022


at your request, copies of the lm6000 and 501d5a contracts, including
amendments are being made at this time.  hope to get those to you this
wednesday.  the attached email concerns a "pending" amendment to the lm6000
contract.  plz call with any questions.  regards.  scott.

---------------------- Forwarded by Scott Laidlaw/ENRON_DEVELOPMENT on
09/19/2000 03:40 PM ---------------------------

Matthew Tezyk
09/19/2000 03:17 PM
To: Scott Laidlaw/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:
Subject: LM6000 Configuration
Project:
Doc. Nbr.:

As you requested, this is the meat for Change Order #2.  I do not have it and
am unsure if it is signed.

Matt
---------------------- Forwarded by Matthew Tezyk/ENRON_DEVELOPMENT on
09/19/2000 03:16 PM ---------------------------

	From:  Chris Booth                           08/14/2000 05:19 PM

To: lee.johnson@ss.ps.ge.com, david.davis@ss.ps.ge.com,
michael.storm@ss.ps.ge.com
cc: John A Ayres@Enron, Ben F Jacoby@ECT, Bill Williams@ECT, John
Guidry/NA/Enron@Enron, Kathleen Clark/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Matthew Tezyk/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Steven
Rose/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce
Golden/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mike
Coleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Terri
Austin/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: LM6000 Configuration

Please note the following changes to theattached LM6000 Configuration Matrix.

Enron South America (ESA) to receive units 1,2,3,4,5,6,21,22
Change units 21 and 22 to GE generators (change from Brush generator)
Change units 21 and 22 to Fin - Fan coolers (swap with units 19 and 20)
Las Vegas Cogen to receive units 19,20,23,24
Change units 19 and 20 to Shell and Tube coolers (swap with units 21 and 22)

Change order(s) to be executed to include the following scope:

Add Quantity 4 - 45' standard base stacks (currently assigned to PSCo)
  (These stacks were committed by M. Miller of ENA in March but not yet
accounted for by change order)
Add Quantity 8 - 45' heavy base stacks with extensions to 90' total stack
height (assigned to ESA units)
  (Four of these stack bases are committed by M. Miller of ENA in March but
not yet accounted for by change order)
Add Quantity 2 - 2500 ton chiller units w/o cooling tower(s) (assigned to ESA
units)
  (These two chillers were committed by M. Miller of ENA in March but not yet
accounted for by change order)
Add Quantity 2 - cooling tower(s) for item 3 above
Add  Quantity 5 - 2500 ton chiller units w/ cooling towers (assigned to ESA
units)

Additional items:

GE Package Power to investigate removal and credit of duel fuel package from
units 19 and 20 prior to shipment

Chris


Brant Reves has requested the following language be included in all Master
Firm Agreements at the end of Section 4.6:

For purposes of this Section4.6 , the calculation of "Termination Payment"
shall include all amounts owed but no yet paid by one Party to the other
Party whether or not such amounts are then due, for performance already
provided pursuant to any and all Transactions.

dp


touchy, touchy.  if you look at garner's stats he is very consistent (about
15 pts. a game) - the game last week helped his cause but he has been good
all year.
My best offer is Freeman, Garner, and Beasley for Anderson/Watters and Taylor.

Let me know

"Bass, Jason" <Jason.Bass2@COMPAQ.com> on 09/26/2000 12:46:20 PM
To: "'Eric.Bass@enron.com'" <Eric.Bass@enron.com>
cc:
Subject: RE: Taylor

The third highest because of one Extraordinary week...  My "Shitty"
receivers have outscored Toomer, he blows this year, I have no need for
another blow hard receiver.  Jeff George has the same value as last week..
Johnson is injury prone and one game will not make up for the last 3.  He
will falter again.

Jason Bass
TSE
Compaq Computer Corporation

 -----Original Message-----
From:  Eric.Bass@enron.com [mailto:Eric.Bass@enron.com]
Sent: Tuesday, September 26, 2000 12:44 PM
To: Bass, Jason
Subject: RE: Taylor

alright, when you find out that mine is the best bid for an injury prone
player that has been unable to complete an entire season in his career, you
can come back to me and maybe toomer and garner (the third highest scoring
back in the league) will still be there.

"Bass, Jason" <Jason.Bass2@COMPAQ.com> on 09/26/2000 12:41:12 PM

To:   "'Eric.Bass@enron.com'" <Eric.Bass@enron.com>
cc:
Subject:  RE: Taylor

No thanks.  I will shop.

Jason Bass
TSE
Compaq Computer Corporation

 -----Original Message-----
From:     Eric.Bass@enron.com [mailto:Eric.Bass@enron.com]
Sent:     Tuesday, September 26, 2000 12:39 PM
To:  Bass, Jason
Subject:  RE: Taylor

George has no value after last weeks games - I will give you garner and
toomer for taylor

"Bass, Jason" <Jason.Bass2@COMPAQ.com> on 09/26/2000 12:35:08 PM

To:   "'Eric.Bass@enron.com'" <Eric.Bass@enron.com>
cc:
Subject:  RE: Taylor

Garner, Robinson and Walls

For Taylor and George

Think about it hard because that is all I can do and I am going to start
shopping Taylor around

Jason Bass
TSE
Compaq Computer Corporation

 -----Original Message-----
From:     Eric.Bass@enron.com [mailto:Eric.Bass@enron.com]
Sent:     Tuesday, September 26, 2000 9:57 AM
To:  Bass, Jason
Subject:  Taylor

Alright, you know now that you need to trade Taylor - what do you want for
him?


I'm proof reading now.  I need a sanity check.  Does the GE acknowledgement
look goofy?  Maybe I should set it up in a separate letter.  I lifted the
language from the consent.

ckm

From: Roseann Engeldorf on 01/03/2001 03:31 PM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Re: CA Development I and II notice of exercise of purchase option

how's that pooch doin'?


FYI
---------------------- Forwarded by James Derrick/Corp/Enron on 12/01/2000
03:19 PM ---------------------------

"Dilg, Joe" <jdilg@velaw.com> on 12/01/2000 02:52:55 PM
To: "Derrick, James (Enron)" <james.derrick@enron.com>
cc:

Subject: FW: Rumors of Eni / Enron Merger Abound, Despite Denials from Eni

Diamond, enjoyed lunch. Here is the rest of the e-mail.  Joe

-----Original Message-----
From: IssueAlert [mailto:IssueAlert@scientech.com]
Sent: Friday, December 01, 2000 5:17 AM
Subject: Rumors of Eni / Enron Merger Abound, Despite Denials from Eni

http://www.consultrci.com

*********************************************************************
Find out more about SCIENTECH'S most popular competitive tools, including
the Mergers and Acquisitions and E-Commerce InfoGrids at:
http://www.consultrci.com or call Chris Vigil (505) 244-7605
*********************************************************************
Reach thousands of utility analysts and decision makers every day. Your
company can schedule a sponsorship of IssueAlert by contacting Nancy Spring
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also available on our website.
*********************************************************************

===============================================================
SCIENTECH IssueAlert, December 1, 2000
Rumors of Eni / Enron Merger Abound, Despite Denials from Eni
By: Will McNamara, Director, Electric Industry Analysis
===============================================================

Eni, the Italian oil and gas group, is expected to complete the sale of
its Italian property interests next week as part of its strategy to focus
on its core activities of natural-gas and oil production. Vittorio Mincato,
Eni's chief executive, confirmed that the group is on the verge of
finalizing
the sale of its Immobiliare Metanopoli property subsidiary (Eni's real
estate company) with assets valued between $856 million and $1.3 billion.
Eni's decision to divest its property assets has been viewed by many
observers
of the company as an attempt to release funds to facilitate a merger with
another company. Enron Corp. has been among those on a rumored short list
of merger prospects for Eni.

ANALYSIS: Is the foundation being established for a mega-merger between
Eni and Enron? It is not too difficult to formulate a theoretical argument
in that direction.

Eni is Italy's state-owned, multi-faceted energy company, operating in
the oil and gas, power generation, petrochemicals, oilfield services, and
engineering industries. The company has a market capitalization of about
47 billion euros (approximately $40 billion), is present in over 70
countries
and produces more than one million barrels of oil equivalent a day. Across
the European energy market-which once it has fully privatized will represent

an arguably larger market than the United States-Eni is unquestionably
one of the Continent's leading champions.

Illustrating this point, Eni has taken several important steps within Europe

to, as it says, "play an increasingly important role" in the Continent's
competitive energy market. For instance, earlier this month, Eni inked
a deal to sell 2 billion cubic meters of natural gas to Gaz de France.
This deal followed a previous agreement in which Eni agreed to sell 4
billion
cubic meters of natural gas to Italy's largest private energy supplier,
Edison. With both agreements, Eni has given a substantial kick start to
the opening of the European natural-gas market. CEO Mincato has said that
Eni would recoup the losses made by giving up its market hold in Italy
by "focusing on international markets."

One move that Eni has made outside of Europe also came earlier this month.
Eni made a bid for Australia's Petroz NL, which wields an 8.25 percent
stake in Bayu-Undan, the giant gas and liquids project located off the
northern coast of Australia. Eni already owns 6.7 percent of Bayu-Undan
and apparently is attempting to gain a majority ownership over the project.
It is no wonder why-the Bayu-Undan field has recoverable reserves of 400
million barrels of liquefied petroleum gas and gas reserves of 3.4 trillion
cubic feet. Petroz has not yet accepted Eni's offer, but a favorable
decision
is expected shortly. Thus, whatever Eni may be divesting in Italy it is
trying to regain in other key areas of the world. In fact, Mincato recently
confirmed that Eni plans to increase its daily output of oil from a current
level of 1.2 million barrels to 1.5 million barrels by 2003.

Moreover, Eni has been making aggressive attempts at expansion, both within
Europe and beyond. Along with that expansion comes the development of merger

strategy. Eni does not want to be left as a target for a takeover, which
could be a strong possibility given its recent divestitures and the fact
that its profits remain strong. Net income for the company for the first
half of 2000 was 2,606 millions of euros (equivalent to approximately $2.2
billion), representing a 119-percent increase. Eni is largely considered
one of the best buys among the big oil stocks, but it would rather merge
with an equal partner than be sold to another company. As consolidation
of the oil industry continues, Eni reportedly believes that the only way
to remain a top player is to marry an equally large player on the world
stage.

Enron may be at the top of Eni's list of merger partners. Negotiations
with Spain's largest oil company, Repsol, appear to have stalled, as was
confirmed when Mincato stated that any "link-up with Repsol would not be
a merger of equals." French oil company TotalFina is also interested, but
is preoccupied with its own acquisition of fellow French oil company Elf.
Other companies that have been mentioned include Conoco and Phillips
Petroleum.
It is quite obvious that Eni's merger prospects are predominantly oil
companies,
which is quite clearly the company's intention. Thus, it may seem odd that
Enron is also included as a top prospect. Enron, while unquestionably a
world player, is known for its unorthodox approach to hard assets. Put
succinctly, Enron believes that it doesn't need to own physical assets
in order to be a major player, but rather it only needs to rely on strategic

contractual agreements.

However, if Eni wants to continue to expand globally, it arguably could
not find a better partner than Enron, generally considered North America's
biggest buyer and seller of electricity and natural gas. Enron's gas trading

and distribution activities in particular-along with its electricity
production,
raw material trading and broadband expansion-would all appear to be good
compliments to Eni's portfolio. Reports of talks between the two companies
first appeared in the Italian financial paper iL Sole 24 Ore, based on
input from an unnamed source. The report indicated that Enron is being
targeted by Eni for an equity partnership or even a full merger. Mincato,
as recently as Tuesday of this week, continues to adamantly deny that any
deal with Enron is being studied.

Not surprisingly, Enron is remaining mum on the rumors and has not even
mentioned Eni in any recent disclosures. However, the incorporation of
Eni's power production portfolio would support Enron's expansion into new
markets such as Japan, for example. Back in March, the Japanese government
began allowing non-utility firms to supply power to industrial and
commercial
end-users. Almost simultaneously, Enron established a new subsidiary, Enron
Japan Corp., to capitalize on new opportunities in the country. Enron
Japan's
first offer is a 10-percent discount off current electricity prices for
customers who sign on with Enron for two to four years. Operating against
its North American strategy, Enron also plans to build a power station
in northern Japan, beating to the punch several of its key rivals, including

Vivendi, Texaco and Royal Dutch Shell, which also have expressed interest
in establishing operations in the country.

Enron's proposed power plant should give the company prime access to
companies
in the Tohoku and Kanto regions, as well as Tokyo, the "big catch" of the
Japanese market. In my opinion, herein lies the primary synergy that would
make the partnership between Eni and Enron a strategic step for both
companies.
As Eni attempts to position itself in various key markets, Japan seems
like a natural location, and I've seen no reports that indicate Eni is
moving into Japan on its own. The fact that Enron is already there, along
with most other lucrative international markets, must certainly be appealing

to Eni. Regarding Enron's perspective on any potential partnering, Eni's
substantial oil and natural-gas generation assets, along with its current
lock on the European market, must be very attractive.

Enron's current market capitalization is about $48 billion, which actually
makes it larger than Eni. This raises the question of which company would
be the buying partner if a merger were to indeed take place. All of the
rumors flying around currently speak of Eni pursuing Enron, but it could
just as easily be the other way around. Those of us who follow Enron closely

may find it hard to believe that the powerhouse company would ever be the
target for a takeover or even a merger. In any case, the rumors continue
to fly as Eni responds to claims of "thou doth protest too much." Whether
or not any such merger between Eni and Enron, which appears smart on paper,
will materialize remains to be seen. However, it certainly seems like Eni
is lining up its chess pieces to cement some kind of partnership in the
very near future.
==============================================================
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          ++++++CONFIDENTIALITY NOTICE+++++
The information in this email may be confidential and/or privileged.  This
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John,

The Sitara deal for the West Region is 555798

DG    3-9573

John Griffith@ENRON
01/11/2001 06:17 PM
To: Kam Keiser/HOU/ECT@ECT, Darron C Giron/HOU/ECT@ECT
cc: Eric Moon/HOU/ECT@ECT, William Kelly/HOU/ECT@ECT
Subject: Entrada - Brazos VPP Deal Tic

Hey guys how are you doing?  Do you know the Sitara numbers for the Brazos
deals that we changed last week?  Please let me know.  Thanks.

John Griffith

---------------------- Forwarded by John Griffith/Corp/Enron on 01/11/2001
06:10 PM ---------------------------
From: Joan Quick@ECT on 01/11/2001 06:11 PM
To: John Griffith/Corp/Enron@Enron
cc:

Subject: Entrada - Brazos VPP Deal Tic

hi john,

do you have the new sitara deal tic # for these vpp vols?

thanks
joan


Daren,

The following Logistics personnel will be in the office on Tuesday:

 Mary Poorman
 Mark McCoy
 Eddie Janzen
 Tom Acton
 Aimee Lannou

If you think we need more or less people, please let me know and I will keep
the group informed.

Thanks,

Mary


Per John's request, attached are the electronic versions of the participation
agreement and the project development agreement for the Tex Mex  project.

----- Forwarded by Bob Carter/HOU/ECT on 03/23/2001 03:21 PM -----

	"Aaron Roffwarg" <aroffwarg@bracepatt.com>
	03/23/2001 02:20 PM

		 To: <bob.carter@enron.com>
		 cc:
		 Subject: Tex-Mex docs

Documents per your request.  See you tonight.  Best regards.

Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or
entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.

 - NEWPARTI.doc
 - PROJECTD.doc


The only thing I have to add, if this is our premise, Williams Field Services is not an "owner" of the Blanco Hub.  Only PNM, NWPL and Transwestern are owners and should be the only parties that can transport gas across the hub header system without a fee (because they are in effect transporting on their own pipeline).  I'm wondering if it's appropriate for WFS to have a "hub" agreement, if the purpose is for the Operator (TW) to be able identify transactions scheduled across the hub on the owners' capacity.

 -----Original Message-----
From: 	Lee, Dennis
Sent:	Friday, January 18, 2002 7:43 AM
To:	Betancourt, Ramona ; Feng, Wayne; Brown, Elizabeth; Trevino, Linda; Duff, David; Lee, Dennis
Cc:	Brady, Andy; Licciardo, Jeanne; Kedwaii, Hasan; Donoho, Lindy
Subject:	Hub Agreements

Here's what I found out about HUB agreements:

 << File: Hub_Service.doc >>

Dennis P. Lee
ETS
Gas Logistics
(713) 853-1715
dennis.lee@enron.com


Hi Kate,

I spoke with Jeff Richter this morning and the index sleeve he did on
yesterday with EES (deal 533084) and Sempra(deal 533085) is incorrect in
Enpower.  He said he would change the publication code to reflect Dow Jones
SP-15 Peak instead of Dow Jones NP-15 Peak on both of these deals.

Can you please check with Jeff to see what the status is on these changes.
The EES deal has been changed. The Sempra deal has not been changed.

Thanks!!


Attached please find responses to data request DS-PG:001 - DS-PG:003 and
DS-SL:001 - DS-SL:003.

 <<DS-PG-001.doc>>  <<DS-PG-002.doc>>  <<DS-PG-003.doc>>  <<DS-SL-001.doc>>
<<DS-SL-002.doc>>  <<DS-SL-003.doc>> Attachments to DS-PG:001 no. 3 and no. 4
were filed with the Hearing Clerk
and will be available at the data response room.

Thank you,

Kelly C. Beniga
kbeniga @ schwabe.com
(503) 796-2445

NOTICE:  This communication may contain privileged or other confidential
information. If you are not the intended recipient or believe that you may
have received this communication in error,  please reply to the sender
indicating that fact and delete the copy you received.  In addition, you
should not print, copy,  retransmit, disseminate, or otherwise use the
information.       Thank you.
 - DS-PG-001.doc
 - DS-PG-002.doc
 - DS-PG-003.doc
 - DS-SL-001.doc
 - DS-SL-002.doc
 - DS-SL-003.doc


The deal 411762 has been changed. Thank you


01.01.01 heralds the actual millenium. A unique date to be repeated only
after 1000 years !
?
?
Here's hoping that the millenium showers health, wealth & hapiness in  all
extremes on you & your family & makes the world a great place to  live.
?
?
best regards,
?
?
MUKUL-JAYSHREE


Thank you.  I look forward to seeing you again in the interview process.

 -----Original Message-----
From: 	Ricky Raj Singh Kalra [mailto:rrsk@rice.edu]
Sent:	Tuesday, September 18, 2001 10:32 PM
To:	skean@enron.com
Subject:	Thank you.

Dear Mr. Kean,
It was a pleasure meeting you at the Enron Site Tour. I would like to thank you sincerely for taking time out of your schedule to come speak to us and encourage us to apply to Enron. I personally found Enron to be a very exciting opportunity, and I am definitely interested in pursuing a career at your company. Your presentation and our conversation gave me insight to your firm, to your company culture, and to the responsibilities an analyst has at Enron. I found this information to be very valuable, for it confirmed my interest in your firm. Specifically, the innovative atmosphere you foster has appealed to me very much. I would like to thank you again for inviting us to Enron.

Sincerely,
Ricky Kalra


Anne:

Elizabeth said I should forward this to you.

Let me know if I can help.

Marie
 -----Original Message-----
From: 	St. Clair, Carol
Sent:	Thursday, November 08, 2001 12:16 PM
To:	Heard, Marie; Cook, Mary
Subject:	FW: Novation Agreement

Marie and Mary:
Please give this to the attorney that is handling the Phibro matter.  Liz will be talking to Mary about this shortly.  Thanks.  Let me know by e-mail who is handling this.  Thanks.

Carol St. Clair
EB 4539
713-853-3989 (phone)
713-646-8537 (fax)
281-382-1943 (cell phone)
8774545506 (pager)
281-890-8862 (home fax)
carol.st.clair@enron.com

 -----Original Message-----
From: 	Bradford, William S.
Sent:	Thursday, November  8, 2001 9:45 AM
To:	St. Clair, Carol
Subject:	FW: Novation Agreement

Please review

 -----Original Message-----
From: 	"Griffin, Dan" <griffind@phibro.com>@ENRON
Sent:	Thursday, November 08, 2001 9:17 AM
To:	Bradford, William S.
Subject:	Novation Agreement

Bill,

Here's the novation we discussed.

Please call me as soon as possible to discuss.

Daniel J. Griffin
Treasurer
Phibro Inc.
(203) 221-5894
 - enron novation1.doc
 - EnronNovate.rtf


Introduction

In response to feedback received from Enron traders worldwide, we have
upgraded and improved the Stack Manager to include new functionality which we
hope will improve its effectiveness and usefulness in the management of your
products.

This new release will be automatically installed within the next few days.
Please ensure you log out at night in order to receive the upgrade.

Summary of New Features

Multiple Children - A "Child" product can be the "Parent" of another Child
(multiple links in a chain) and different types of links can be placed
against a single Parent.

Static Product Bar Prices - When you change a price in the Product Bar and
hit the "+" or "-" button, the price stays - it does not reset to the amount
in Product Properties until you logout.

Sorting - You can sort by any field on the Products Tab simply by clicking on
the title of the field. For multiple sorts, hold down your "shift" key.

Parent Products which are at the top of a stack do not have their basis
relationship identified. (e.g. The Product bar might before have said: "Basis
Link - Parent" and now would say "Stand Alone, Parent").

Detailed Feature Descriptions

Multiple Children

The new version of EnronOnline allows you to link several products together
in a long chain. For example, Child Product A can be linked to Parent Product
B, which is in turn linked to Parent Product C.

Warning: Although there is no absolute limit to the number of links in a
chain, system performance is degraded by large chains. This is because when a
customer attempts a transaction, the database must "lock" each and every
product in the chain before it can process the transaction request. The
database must then update the stack for each product before releasing the
locks. "Vertical" chains (multiple parents and children in one long link) are
much slower to process than "Flat" chains (One parent with many children).
Large vertical chains should be avoided.

Related to this feature is the ability to have several types of links on the
same parent. For example, Child Product A can have a Basis link to Parent
Product B. At the same time, Child Product C can have a Syncopated Basis link
to the same Parent Product B. Parent B is the parent for both a Syncopated
Basis link and a regular Basis Link.

Static Product Bar Prices

The new version of EnronOnline provides for "sticky" Product Bar price and
volume changes. When you change a number on the Product Bar, it does not
reset to the number contained in the Product Properties menu until after you
have logged out. This makes it easier to update prices, volumes, spreads or
offsets in a changing market without repeated hits to the "+" or "-" buttons.

One of the benefits of setting these numbers to appropriate levels is that it
reduces repeated price movements. With the old version of Stack Manager, if
the price delta was too small, traders would often repeatedly hit the price
movement buttons. Each of these price changes must be communicated across the
website to customers and consumes valuable bandwidth. This makes it harder
for customers to transact with us - each time they try, a new price update
moves the price, resulting in an increased transaction failure rate. Entering
an appropriate price into the Price Delta field and then pressing the price
movement button means that fewer (but larger) price movements are necessary,
improving overall system response and reducing customer transaction failure
rate.

You may also notice a new addition to the Product Bar prices - a new field
for Offset to Last Trade. This allows you to update the offset for Products
which have Offset to Last Trade selected from the Product Properties Menu.

Sorting/Selecting

The new version of EnronOnline provide significant additional sorting
functionality over the old. You can now choose any field heading (Type,
Location, Reference Period,  etc.) and sort by that item. You can do multiple
sorts by holding down the shift key. Example: If you select Type and then
Location while holding the shift key, you will see your products sorted first
by Product Type and then within each Product Type, by Location (in
alphabetical order).

If you right click on the Product menu, you can choose from the same sort
criteria, plus you can select "Sort by Web Order", which allows you to see
your products in the same order as they would appear to a customer on the
website (note however, that a customer on the website might be also seeing a
number of products in addition to the ones you are managing).

When you select products, you can drag your mouse while holding down the left
mouse button as always, but now you can also hold down the <ctrl> key while
making your selections. This allows you to highlight products which are not
necessarily adjacent to one another.

Parent Products and F/X Products

One of the differences in the way that the new version works is in its
treatment of how parent products are displayed. The old version showed the
type of link associated with the parent in the Product Bar (to the left of
the main Product Bar update buttons above the products tabs). The new version
does not show the type of link. This is because the new version allows for
more than one type of link on each parent product.

Some traders may notice that  their  products which have f/x links are now
identified with a stylised "fx" in the Product list. This is to enable easy
identification of products which are run as a Foreign Exchange link to the
parent, rather than managed individually.

Assistance

As always, if you have any problems with any EnronOnline functionality,
please contact the 24 hour Help Desk (Houston: 713 853 4357, London: +44 (0)
20 7783 7783, Australia: +61 2 9229 2300).

General Feedback

If you have any comments on the new functionality, or suggestions for further
functionality, please call David Forster on 713 853 1861. If you had
previously suggested new functionality which didn't make it into this
release, rest assured that you have not been forgotten - we are working hard
to improve all elements of EnronOnline and will try to incorporate your
requests into the next release of the EnronOnline Stack Manager.


Richard:

My view is that TVA will likely use the FERC ruling to attempt to
retroactively bless their treatment of the Enron control areas last summer.
Although my understanding is that Entergy used a different method than that
employed by TVA to restrict the use of a no-load control area, TVA will
argue that the result is the same and that NERC has, thus, approved
differing treatment for load and no-load control areas.  The FERC ruling
will likely create a greater sense of unease on the part of the judge to
enforce the rules of NERC, a voluntary association, in the face of what
appears at first blush to be a contrary position taken by FERC, a federal
agency.

Bob

P.S. T.O. Helton has suggested that he sit in on the upcoming depositions of
Richard Shen and the 30(b)(6) rep. on TVA's alleged damages to get a better
feel for the case.  Please let me know your thoughts on this.

-----Original Message-----
From: Richard B Sanders [mailto:Richard.B.Sanders@enron.com]
Sent: Wednesday, August 16, 2000 8:03 AM
To: Christi L Nicolay; rmadden@Gibbs-bruns.com
Cc: Donna Fulton; Elizabeth Sager; Joe Hartsoe; Sarah Novosel
Subject: Re: Entergy s&s

If we appeal and win it will be helpful to our claim against TVA  related to
the
control area dispute. . While we have not heard it yet, TVA will argue that
although TVA did not use the same rational as Entergy to deny parking, Enron
has
no damages because of the  FERC ruling. What are our chances of winning?

 By copy of this e-mail I will ask our outside counsel, Bob Madden, to
comment
on how he thinks the FERC ruling can and will be used against us.

|--------+----------------------->
|        |          Christi L    |
|        |          Nicolay      |
|        |                       |
|        |          08/10/2000   |
|        |          04:27 PM     |
|        |                       |
|--------+----------------------->

>---------------------------------------------------------------------------
-|
  |
|
  |       To:     Joe Hartsoe/Corp/Enron@Enron, Sarah
Novosel/Corp/Enron@Enron,|
  |       Donna Fulton/Corp/Enron@ENRON, Elizabeth Sager/HOU/ECT@ECT,
Richard B|
  |       Sanders/HOU/ECT@ECT
|
  |       cc:
|
  |       Subject:     Entergy s&s
|

>---------------------------------------------------------------------------
-|

Do you think we should appeal Entergy source and sink FERC order?  While I
think
it is a poorly written order that shows a lack of understanding of the
issue,
I'm not sure that we can win on appeal or that it is worth appealing, since
we
would not recover our damages against ComEd and TVA for this summer while
the
order is in effect.  It would be helpful next summer to be able to park in
ComEd
and TVA, since the RTOs will not be running in all likelihood.

Elizabeth/Richard -- Is there a reason in the TVA litigation  that we need
to
appeal the decision?

Otherwise, Joe, should we get Dan W. to draft a memo on chances of success
or
other reasons for filing an appeal?


30 days is acceptable.  This is extremely important to us.

Susan Ralph@EOTT
04/27/2001 02:17 PM
To:	Stanley Horton/Corp/Enron@Enron, Dana Gibbs/Houston/Eott@Eott, Lawrence Clayton/Houston/Eott@Eott
cc:	Louis Soldano/ET&S/Enron@ENRON

Subject:	environmental insurance for EOTT

You asked for a time line on securing this quote.

I have already discussed the general concept with Marsh Mac and a bit of strategy on how we would approach this with AIG.

Lou,  I need you to give me the data that we have available on these lines.  As I mentioned to you, I want to go to the carrier  with what I have to offer them instead of them dictating to me what they want.   Until I get this I am strictly talking in a vacuum and can get nothing moving forward.

After that, I would think that I could have a quote from them within 30 days..I will shoot for better than that.  I feel however that this quote/due diligence will be much more intensive on their part  given their experience with EOTT,  I can definitely ask for an answer within a specified time frame.  Is 30 days acceptable?

 Hope this answers your questions.  If not please let me know.


Hourly Power Launched on ICE Tomorrow!!

As a reminder, IntercontinentalExchange will be launching Hourly Power tomorrow for all hubs currently traded in the West as well as PJM in the East.  All commissions for Hourly transactions will be waived for one month.  Effective December 1, traders will pay a flat fee of $4.00 per side for each trade.  Please call your ICE representative with any questions.

24-hour Help Desk  770-738-2101


Thanks.  Let's make sure to document any changes in DMS.

 -----Original Message-----
From: 	Thompson, Virginia
Sent:	Monday, May 06, 2002 5:48 PM
To:	Grace, Rebecca M.
Cc:	Gang, Lisa; O'Neil, Murray P.; Savage, Gordon; Rance, Susan
Subject:	matching Scheduling spreadsheets to EnPower

Grace-

  In regard to proposal #3 in your email:

 Our Scheduler Lisa Gang has volunteered to go thru and see that EnPower matches the Scheduling excel worksheets for December 2001 thru January 2002.  Some changes have been made already by Susan Rance, Gordon Savage, or myself.  Lisa will attempt to hi-light further changes that need to be made to EnPower and we will make those changes here in West Volume Management.  Hopefully this will get EnPower trued up so that we have more confidence that EnPower is correct according to our information.

 V


I heard back from ABB this morning.  Karla Hesketh (ABB) is checking to see
if any comments came in on the Assignment and Assumption Agreement.  We
should have the GE ready to go if , according to Dale, Rose and Lisa's Global
Finance comments are in.  Lee Johnson has said he is ready to go to the
office and sign for GE.

In the realm of a checklist that I am tracking for Jim Gilbert on the EPC
contract owner required information being ready to go, these 2 documents
(E-Next B/O Contracts for LVCII on both ABB and GE; same for the Assignment
and Assumption Agreements) are the keys to meeting our obligations.  All
other requirements are in place and on hold pending the trigger being pulled
on the tolling agreement and subsequent dash approval.

I am trying to coordinate for Dale as he is still in Denver, under sleep
deprivation.  Let me know how  I can help.

Regards

Bill W.
503-464-8958
503-704-9801 (cell)


Kay:

The escrow agreements and fee schedule appear fine to me.  If you have any
comments, please advise.  Thanks.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

-----Original Message-----
From: Paradee, Lari [mailto:Lparade@INTERGEN.com]
Sent: Tuesday, January 02, 2001 6:13 PM
To: 'kay.mann@enron.com'; 'ben.f.jacoby@enron.com'; 'fred.mitro@enron.com';
Keffer, John; Campbell, Carolyn
Subject: FW: Escrow Agreements

Attached are what I hope are the final and execution copies of the three
escrow agreements as well as the schedule of fees. Changes are highlighted
in red.  Please forward your comments to me.

Thanks,
  Lari

<<Escrow.1.DOC>> <<Escrow.2.DOC>> <<Escrow.3.DOC>> <<Citibank Schedule of
Fees.doc>>

                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended
exclusively for the individual or entity to which it is addressed.  This
communication may contain information that is proprietary, privileged or
confidential or otherwise legally exempt from disclosure.  If you are not the
named addressee, you are not authorized to read, print, retain, copy or
disseminate this message or any part of it.  If you have received this
message in error, please notify the sender immediately by e-mail and delete
all copies of the message.

 - Escrow.1.DOC
 - Escrow.2.DOC
 - Escrow.3.DOC
 - Citibank Schedule of Fees.doc


Aaron, does this apply to companies in which we have a large ownership interest, but that may not be a "subsidiary"?  Thanks.  Michelle

 -----Original Message-----
From: 	Brown, Aaron (Executive Comp)
Sent:	Wednesday, October 10, 2001 5:01 PM
To:	Cash, Michelle
Cc:	Joyce, Mary; Butcher, Sharon; Sullivan, Kriste; 'fmackin@aol.com'; Butler, Pam
Subject:	Subsidiary Equity or Phantom Equity

Michelle,

This email confirms our discussion that one of the mandates of the Compensation Committee of the Board of Directors of Enron is that they approve all formations of and grants related to any subsidiary equity or phantom equity plans.

Mary and I can and will work closely and quickly with any group needing to get this done.  Mary is responsible for presenting the plan for approval to the Compensation Committee after Tax, Legal, Accounting, Commercial and HR interests are scrubbed.

These types of plans have accounting, legal and tax complexities that need to be worked out and change regularly.  Also, it is very important that no written or verbal promise related to equity grants before Compensation Committee approval is obtained.

Regards,
Aaron
x39280


ANDREW'S HOLIDAY SHOPPING FOR 12/11/2000
-----------------------------------------------------------

Andrew,
Oops -- it's only two weeks before the holidays and you still haven't done
anything to prepare. Feel the need for speed? Then clickk through these gift
ideas, whip up this dessert, and hang a wreath. Now you're on your way!

The LifeMinders Team

-----------------------------------------------------------

YOUR SPECIAL OFFER

Save up to 25% off during the Holiday Sale at JCPenney.com - now through
12/19. Click here.
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a=0&e=S

-----------------------------------------------------------

SANITY TIPS
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-----------------------------------------------------------

IN THIS ISSUE

GIFT IDEAS

o Quick Gift Ideas

HOLIDAY RECIPES

o Impress the Ladies with Fruit Salad

STRESS RELIEVER OF THE DAY

o Learn from the Grinch

-----------------------------------------------------------

==========
GIFT IDEAS
==========

o QUICK GIFT IDEAS

For Men:
*Digital cameras, from $119.99 to $149.99.
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*Holiday gift-finder quiz for the woman on your list
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a=0&e=S
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*Get a Stand-on Hopper for just $24.99 or other great ideas for kids!
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a=0&e=S

For You:
*Free Funsaver pocket camera
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a=0&e=S
*Two-way radio walkie talkie
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a=0&e=S

-----------------------------------------------------------
*** COOL STUFF ***

Andrew, save up to 25% off during the Holiday Sale at JCPenney.com - now
through 12/19.
http://ww1.lfmn.com/actv/sr2.asp?u=932861&v=3787&url=1&c=125244&pr=1000&cf=1&p
a=0&e=S

-----------------------------------------------------------

===============
HOLIDAY RECIPES
===============

o IMPRESS THE LADIES WITH FRUIT SALAD

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Fine by me - - - any chance of closing a Sun Devil deal there?

 -----Original Message-----
From: 	Hyatt, Kevin
Sent:	Wednesday, February 27, 2002 1:45 PM
To:	Gadd, Eric
Cc:	Wadle, Susan
Subject:	Electric Power Conference 2002

 I am still slated to be the panel chairperson for the Natural Gas Infrastructure Committee at the Electric Power Conference in St. Louis March 19-21, 2002.  As chairperson, my conference registration is free ($525 value), I only have to pay air/hotel/meals.

Is it still OK to attend this conference?


You'll be delighted to know that the call has moved to 1000 your time, noon
central.

Kay

Dale Rasmussen@ECT
12/15/2000 10:21 AM
To: Kay Mann/Corp/Enron@ENRON
cc:

Subject: Re: NRG

Would love to, but I'm on a conflicting call for the LV Cogen EPC contract.

Kay Mann@ENRON
12/15/2000 07:03 AM
To: Jim Gilbert/PDX/ECT@ECT, Dale Rasmussen/HOU/ECT@ECT, Ben
Jacoby/HOU/ECT@ECT, ccampbell@kslaw.com, jkeffer@kslaw.com
cc: Suzanne Adams/HOU/ECT@ECT
Subject: NRG

How about a conference call at 1100 (Central) time?

Kay


Also posted today on El Paso's web site.
---------------------- Forwarded by Rebecca W Cantrell/HOU/ECT on 07/10/2001
02:14 PM ---------------------------

"Tracey Bradley" <tbradley@bracepatt.com> on 07/10/2001 02:10:18 PM
To: <jlimone@aeglobalmarkets.com>, "Charles Shoneman"
<cshoneman@bracepatt.com>, "Randall Rich" <rrich@bracepatt.com>,
<rreilley@coral-energy.com>, <Rebecca.W.Cantrell@enron.com>
cc:

Subject: El Paso Announces Binding Open Season for Additional Capacity on
Line 2000

FYI

Tuesday July 10, 9:21 am Eastern Time

Press Release
SOURCE: El Paso Corporation

El Paso Announces Binding Open Season for Additional Capacity on Line 2000

HOUSTON, July 10 /PRNewswire/ -- El Paso Natural Gas Company, a subsidiary of
El Paso Corporation (NYSE: EPG - news), announced today a binding open season
for 320 million cubic feet per day (MMcf/d) of pipeline capacity from the
Keystone and Waha areas of the Permian Basin in West Texas to the California
border near Ehrenberg, Arizona. The binding open season, which began July 5,
2001 and closes on August 2, 2001, is in response to the interest expressed
during El Paso's non-binding open season in March 2001 soliciting shippers
for potential system expansions.

The expansion capacity will be made available by adding compression to El
Paso's Line 2000 from McCamey, Texas to the California border near Ehrenberg,
Arizona. The expansion capacity will be sold at El Paso's existing maximum
California tariff rate, and the fuel charge is estimated to be 5 percent. The
projected in-service date of the expansion facilities is mid-2003 subject to
the receipt of all necessary regulatory, environmental, and right-of-way
authorizations.

The receipt points on El Paso's system for this capacity will be the Waha and
Keystone pools in the Permian Basin area of West Texas. The delivery points
will be Southern California Gas Company (SoCal) and PG&E's proposed North
Baja Pipeline, El Paso's bi-directional lateral (Line 1903), any future
incremental capacity on the SoCal system from Ehrenberg, Arizona into the
State of California, and any upstream points on El Paso's south mainline
system where capacity exists.

``This system expansion will add incremental interstate capacity to
California, Arizona, New Mexico, and West Texas to meet increasing natural
gas demands including the demand for natural gas to generate electricity for
the western United States,'' said Patricia A. Shelton, president of El Paso
Natural Gas Company.

Interested parties can contact their transportation marketing representative
or Mr. Jerry W. Strange at (719) 520-4687.

El Paso Corporation is committed to meeting energy needs throughout North
America and the world with operations that span the energy value chain from
wellhead to electron. The company is focused on speeding the development of
new technologies, such as clean coal and liquefied natural gas, to address
critical energy shortages across the globe. Visit El Paso at www.elpaso.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements and projections, made in
reliance on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The company has made every reasonable effort to ensure
that the information and assumptions on which these statements and
projections are based are current, reasonable, and complete. However, a
variety of factors could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in this
release. While the company makes these statements and projections in good
faith, neither the company nor its management can guarantee that the
anticipated future results will be achieved. Reference should be made to the
company's (and its affiliates') Securities and Exchange Commission filings
for additional important factors that may affect actual results.

SOURCE: El Paso Corporation


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Note: If you wish to receive no further advertisements
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Attached is the Transwestern Capacity Release Report that lists all capacity release transactions for the period effective 9/1/2001 - 10/31/2001.  Please be advised that currently there are no releases in effect after October 31, 2001.  Additionally, there were no new releases that exceeded the max tariff rate.

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