USA: Enron says recent woes to hurt profitability.
Reuters English News Service, 11/14/01
USA: Enron traders seen riding out storm, cuts likely.
Reuters English News Service, 11/14/01
USA: Arbs tread lightly on Enron-Dynegy deal.
Reuters English News Service, 11/14/01
USA: UPDATE 1-Enron CEO Lay admits to errors with mea culpa.
Reuters English News Service, 11/14/01
Enron Receives Dynegy $1.5B Cash Infusion Tues. >DYN ENE
Dow Jones News Service, 11/14/01
USA: Enron queried by EPA on oil pipeline spills.
Reuters English News Service, 11/14/01
Enron to Sell Off Money-Losing Assets In Bid to Restore Its Financial Health
Dow Jones Business News, 11/14/01
Cohen, Milstein, Hausfeld & Toll, P.L.L.C. Announces that Class Action Suits Against Enron Corporation Have Expanded their Class Periods
Business Wire, 11/14/01
Enron Says 4th-Qtr Earnings Cut by Lost Business (Update6)
Bloomberg, 11/14/01

Cauley Geller Bowman & Coates, LLP Expands Class Period in Class Action Lawsuit Against Enron Corp.
Business Wire, 11/14/01

Fitch: Cinergy's Rating Outlook Negative
Business Wire, 11/14/01

USA: Enron says recent woes to hurt profitability.

11/14/2001
Reuters English News Service
(C) Reuters Limited 2001.
HOUSTON, Nov 14 (Reuters) - Troubled energy trading giant Enron Corp. , which agreed last week to a buyout by smaller rival Dynegy Inc. , said on Wednesday it expects its recent woes to have a "temporary but negative impact" on fourth-quarter profitability.
Enron executives said in a conference call with analysts and investors that fourth-quarter results would also be adversely affected by severance costs and other restructuring costs. It did not provide further details, but said it expects to issue fourth-quarter earnings guidance in two to three weeks.
Enron also said it is seeking an additional $500 million to $1 billion in private equity to help rebuild confidence in the company and keep its core trading operations afloat in the nine months before the acquisition by Dynegy is expected to close.
Enron, the nation's biggest buyer and seller of natural gas and electricity, agreed on Friday to be bought by Dynegy for about $9 billion in stock after investor unease over the company's business deals sapped its finances to the point of near-collapse.
Enron has been under the gun from Wall Street since mid-October when it said shareholder equity had been cut by $1.2 billion because of off-balance sheet deals with partnerships run by former Chief Financial Officer Andrew Fastow, who was later replaced. The deals are under investigation by U.S. regulators.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: Enron traders seen riding out storm, cuts likely.
By Scott DiSavino

11/14/2001
Reuters English News Service
(C) Reuters Limited 2001.
NEW YORK, Nov 14 (Reuters) - Traders at Enron Corp., atop the energy trading world, are avidly being pursued by rivals but are holding out to see if there is a good deal awaiting them in the proposed buyout by Dynegy Inc.
While a number of jobs are expected to go after the near collapse of North America's biggest energy trader, the new owners are expected to pull out all the stops to keep Enron's top traders - seen as the company's key assets.
"I know (traders) are getting a ton of calls, but I don't think there is going to be a mass exodus from the trading floor," said Joe Baker, president of Houston-based Search Consultants International, a recruitment company that serves the energy and power marketing industry.
Enron, known for turning out some of the industry's most aggressive traders, also has a reputation as a tough training ground for newcomers, handsomely rewarding those who "make their numbers" and quickly showing non-performers the door.
Traders at other energy firms said experienced traders can earn six-figures salaries before annual bonuses, paid sometime between the beginning of January and the middle of March.
A company recruiting traders before the bonus is paid would have to pay a larger sign on bonus.
"The majority of the key traders are going to wait and see what kind of situation develops ... everyone's got their eyes open," Baker said. "Most people want to stick around to see what kind of bonus they are going to get."
WAIT AND SEE
Energy traders are clearly worried about the $9 billion takeover announced last week, an opportunity for Dynegy to chop head count.
"There's a lot of overlap at both firms. I don't think there will be enough room for everyone," a trader at another Texas-based energy firm said.
Enron is the nation's biggest buyer and seller of natural gas and electricity. Dynegy is about a fifth as big as Enron measured in terms of revenue.
Despite the job uncertainty hanging over their heads, traders said they could not name a single Enron or Dynegy trader actively scouting out a new employer.
"Everyone seems to be waiting to see what happens. There are only a few trader jobs open in the country right now. Those positions will likely be filled pretty quickly if this merger goes through," another trader said.
"Some (traders) are going to be looking for work no matter whether they're laid off or leave on their own," the trader added.
So far, it is mostly Enron support staff who are polishing off their resumes.
Enron said Wednesday in an analyst meeting the company expects to take a charge for severance in the fourth quarter. However, no job cut numbers were discussed.
Baker said the support staff feels their jobs are the ones most threatened by the proposed Dynegy merger.
Dynegy is buying Enron for its trading operation and has said it is confident the best will stick around.
Upon completion of the merger, the combined company, to be called Dynegy Inc., is expected to have revenues exceeding $200 billion and $90 billion in assets.
Dynegy agreed to buy its larger cross-town rival after Enron investors lost faith in the company whose stock plummeted following its disclosure of off-balance sheet deals with partnerships run by its former chief financial officer.
The stock was off 8 cents, or 0.8 percent, at $9.92 a share at the close on New York Stock Exchange trade Wednesday, well below its 52-week high of $84.88.
Meanwhile, Dynegy stock fell $1.58, or 0.7 percent, to $46.20 a share.
- Scott DiSavino, New York Power Desk, +646-223-6072, fax +646-223-6079, e-mail scott.disavino@reuters.com and Nigel Hunt, Los Angeles bureau +213-955-6752.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: Arbs tread lightly on Enron-Dynegy deal.
By Dane Hamilton

11/14/2001
Reuters English News Service
(C) Reuters Limited 2001.
NEW YORK, Nov 14 (Reuters) - Merger arbitragers say they're treading lightly in betting over prospects for the $9 billion stock-swap takeover of Houston energy trader Enron Corp. by rival Dynegy Inc. .
These market pros, who bet on the likelihood a merger will be completed, say big questions about Enron's financial condition raise doubts about the deal and make them shy about risking heavy bets. Wednesday's conference call between Enron officials and investors did little to assuage that, they say.
"People are very nervous about Enron," said one arb at a major New York brokerage. "They aren't sure if Enron is actually earning anything."
Arbs who think a deal will eventually be completed may "short" the acquirer and buy target stock, reasoning that the acquirer's stock will fall and the target will rise on completion. But in recent days, Enron's stock has languished, while Dynegy's stock has gained more than 40 percent, although it was close to the same level a month ago.
Some arbs said Dynegy's stock may have risen because it could gain valuable pipeline assets whether or not a deal is completed. Enron said it granted Dynegy an option to buy its Northern Natural Gas pipeline system for less than $975 million if the deal falls apart after the months-long due diligence review.
"Now Dynegy has up to a year to look at the company and at worst, Dynegy comes away with a very good deal," said one arb. "Even if it's a disaster, they come away with a very valuable pipeline."
Once a Wall Street high-flyer boasting a $90 share price just 15 months ago, Enron fell from grace after off-balance sheet transactions and financial reporting lapses prompted a regulatory investigation and senior official resignations.
Looming debt and a collapsing share price led Enron to agree to a takeover by smaller Houston rival Dynegy last week then valued at $10.41 a share, a fraction of its former value.
Enron officials on Wednesday said they were confident that the company was close to gaining a clear picture of its financial condition following restatement of earnings over several years. But it said the Securities and Exchange Commission investigation "could affect us on a go-forward basis."
Even with commitments for billions of dollars in cash that Enron said it's obtained in recent days, some arbs worried that customers who buy and sell energy contracts through Enron may be abandoning the company, particularly for longer-term contracts.
While Enron officials said customers and others are getting "comfortable in the short-dated market" energy market, arbs said longer-term customers may worry that further damaging disclosures may threaten its financial viability.
"It may be that no one wants long-term agreements anymore with Enron," said one arb, who like others, asked not to be named. "I don't think they were completely open about that issue."

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: UPDATE 1-Enron CEO Lay admits to errors with mea culpa.

11/14/2001
Reuters English News Service
(C) Reuters Limited 2001.
(Adds analyst comment and details of Lay compensation paragraphs 5 to 7)
By Andrew Kelly
HOUSTON, Nov 14 (Reuters) - Enron Corp. Chairman and Chief Executive Ken Lay on Wednesday acknowledged misjudgments and errors that pushed the nation's biggest energy trader to the brink of collapse and forced it to accept a humbling buyout by smaller rival Dynegy Inc.
In a stunning mea culpa to analysts and investors, Lay admitted that Enron had made bad investments, overburdened itself with debt and conducted deals that led to conflicts of interest now under U.S. regulatory investigation.
"We fully understand and regret that the combination of these events has resulted in the complete loss of investor confidence. We are fully committed to fixing the problems," he said.
Lay's act of atonement came after Enron said he had decided to waive his right to a $60 million golden parachute as part of Dynegy's planned buyout, following a tense exchange with employees about his severance package on Tuesday.
Lay received a base salary of $1.3 million from Enron for 2000 plus bonuses totaling $10.6 million.
He has also made several million dollars this year by exercising options and selling Enron stock at prices which mostly ranged from $40 to $60, according to Enron filings.
UBS Warburg analyst Ron Barone said Lay's candor could not undo damage already done but was welcome nevertheless. "The fact that he 'fessed up' is a step toward reestablishing credibility in himself and in the company," Barone said.
Enron agreed on Friday to be taken over by Dynegy for about $9 billion in stock, after investor unease over Enron's off-balance sheet deals drove its stock price down to $7 last week from a high of $90.56 in August 2000.
"In hindsight, we made some very bad investments in non-core businesses," Lay said in a 90-minute conference call.
Many of those investments, such as an ill-fated venture into the water services business and a power plant project in India that became mired in a payments dispute, performed below Enron's worst expectations, Lay said.
"The negative impact of these investments have been exacerbated through the extensive use of debt capital both on and off the balance sheet," Lay said.
Deals between Enron and partnerships run by its former chief financial officer, Andrew Fastow, produced "various conflicts of interest, both real and perceived," he added.
Fastow was recently replaced and the deals with the partnerships are now under investigation by the U.S. Securities and Exchange Commission.
Lay, who built Enron into the dominant energy trading company in North America and Europe after it was formed by the merger of two natural gas pipeline companies in 1986, said the core wholesale energy businesses were fundamentally sound.
In the short term, he said, Enron will focus on preventing further deterioration of its credit ratings and maintaining sufficient liquidity to keep the energy businesses running.
Enron's president and chief operating officer, Greg Whalley, said the company expects its recent woes to have a "temporary but negative impact" on profitability.
Whalley told analysts and investors that fourth-quarter results would also be adversely affected by severance costs and other restructuring costs. He did not provide details but said Enron will issue earnings guidance in two to three weeks.
The reference to severance costs was the first allusion to job cuts that are widely viewed as inevitable.
Enron also said it is seeking an additional $500 million to $1 billion in private equity to help rebuild confidence in the company and keep its core trading operations afloat in the nine months before the acquisition by Dynegy is expected to close.
It has already received $1.5 billion in cash from oil company ChevronTexaco Corp. , which owns 26.5 percent of Dynegy.
Enron has been under heavy fire from Wall Street since mid-October when it said shareholder equity had been cut by $1.2 billion because of deals with the Fastow partnerships.
Dynegy has said that its agreement with Enron would allow it to back out of the acquisition if the company's problems, which include a stack of lawsuits from angry investors, turn out to be far worse than has already been disclosed.
However, Dynegy Chairman and Chief Executive Chuck Watson has said he is confident this will not happen.
Watson will head the combined company, which will retain the Dynegy name, and Dynegy will dominate the combined company's senior management and board of directors.
Lay has said he has not yet made up his mind whether to accept Watson's offer of a seat on the board of the new company.
The California Public Employees Retirement System (Calpers), the largest U.S. pension fund, said there should be no place for Lay or any other Enron directors on the new Dynegy board.
"The interests of shareholders are best served by retiring all of the current directors from involvement in Enron's successor entities," said Michael Flaherman, chairman of the Calpers Investment Committee.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Enron Receives Dynegy $1.5B Cash Infusion Tues. >DYN ENE
By Christina Cheddar
Of DOW JONES NEWSWIRES

11/14/2001
Dow Jones News Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
NEW YORK -(Dow Jones)- Dynegy Inc. (DYN) provided Enron Corp. (ENE) Tuesday with the $1.5 billion cash infusion envisioned in the companies' merger agreement, a Dynegy spokeswoman said.
Dynegy received preferred stock and other rights in an Enron unit that owns the Northern Natural Gas pipeline in return for its investment.
The cash infusion, which was made with the assistance of Dynegy's largest shareholder, ChevronTexaco Corp. (CVX), is aimed at providing Enron with additional cash liquidity to support its core energy marketing and trading operations.
The rights provide Dynegy with the option to acquire the pipeline unit should the two companies fail to complete their merger. The deal, which still needs shareholder and regulatory approval, is expected to close within the next six to nine months.
Dynegy is acquiring Enron for 0.2685 of a Dynegy share, or about $10 billion based on the recent price of Dynegy shares.
The acquisition of Enron by its smaller rival follows a series of disclosures about Enron's financial dealings with partnerships run by some of its corporate officers. The dealings are under investigation by the Securities and Exchange Commission and at the center of more than a dozen of shareholder lawsuits.
During the last month, Enron watched as its share price sunk to a small fraction of its earlier levels as shareholder confidence in the trading company evaporated. As credit-rating agencies began to cut Enron's debt ratings threatening the company's investment-grade status, the company scrambled to raise additional cash to shore up its balance sheet and protect confidence in its business.
Industry experts viewed Dynegy's cash infusion as one way the companies sought to bolster confidence in the energy trader's liquidity, and protect its most valuable business.
In a conference call earlier Wednesday, Enron said its core energy trading business has been temporarily hurt by the uncertainty created by recent events.
According to Dynegy spokeswoman Jennifer Rosser, the preferred stock Dynegy has received for its investment in Enron is convertible into the common stock of the Enron pipeline unit.
Dynegy also has the right to convert the preferred stock into Enron shares if it desires, the spokeswoman said.
For example, if Enron were to cancel its merger with Dynegy in order to accept a higher bid from another suitor, Dynegy might decide to convert its preferred shares into Enron stock in order to reap the profits created by an increase in Enron's stock price, Rosser said.
In either case, Dynegy wouldn't be required to pay any additional consideration.
Dynegy was able to make the cash infusion after ChevronTexaco, of San Francisco, made an investment in Dynegy.
If the acquisition closes as anticipated, ChevronTexaco, which owns about one-fourth of Dynegy, plans to make an additional $1 billion investment in the combined company. ChevronTexaco also has the right to purchase an additional $1.5 billion in Dynegy stock in the first three years following the close of the acquisition.
Enron officials said they are monitoring the energy market's reaction to the cash infusion, and hopes it will restore the confidence of its counterparties.
Enron remains on a credit watch at the credit-rating agencies. Moody's Investors Service and Standard & Poor's each have Enron rated one notch above speculative grade.
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: Enron queried by EPA on oil pipeline spills.

11/14/2001
Reuters English News Service
(C) Reuters Limited 2001.
WASHINGTON, Nov 14 (Reuters) - The nation's biggest energy trader, Enron Corp. , already reeling from bad investments, too much debt and possible conflicts of interest, said on Wednesday that the government is seeking information on spills from pipelines operated by Enron and its subsidiaries.
In a filing with the Securities and Exchange Commission, the Houston-based company said it received a request for information from the Environmental Protection Agency regarding certain spills and discharges since 1998 on oil pipelines operated by Enron and its subsidiaries.
EOTT Energy Partners LLP is the only subsidiary of Enron that has extensive domestic oil pipeline operations, according to the filing.
Enron's response was originally supposed to be filed with the EPA no later than Nov. 7, but it received an extension until Jan. 31.
"EOTT cannot predict the outcome of the EPA inquiry," the company said in the filing.
Enron agreed on Friday to be taken over by Dynegy Inc. for about $9 billion in stock after investor unease over off-balance sheet deals drove its stock price down to $7 last week from a high of $90.56 in August 2000.
Many of those investments, such as an ill-fated venture into the water services business and a power plant project in India that became mired in a payments dispute, performed below Enron's worst expectations, Kenneth Lay, Enron's chairman and chief executive officer, said on Wednesday.
In addition, deals between Enron and partnerships run by its former chief financial officer, Andrew Fastow, produced "various conflicts of interest, both real and perceived," he added.
Fastow was recently replaced, and the deals with the partnerships are now under investigation by the SEC.
Enron shares were down 3 cents to $9.96 while Dynegy lost 48 cents to $46.46, both in afternoon trading on the New York Stock Exchange.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Enron to Sell Off Money-Losing Assets In Bid to Restore Its Financial Health

11/14/2001
Dow Jones Business News
(Copyright (c) 2001, Dow Jones & Company, Inc.)
A Wall Street Journal Online News Roundup
HOUSTON -- Enron Corp., the once-mighty energy trader, is shedding money-losing assets and focusing on its core power-marketing business as it moves toward a merger with rival Dynegy Inc.
The effort is aimed at improving Enron's financial health, following disclosures that the company inflated profit figures and didn't reveal large amounts of debt to shareholders, Enron President and Chief Executive Kenneth Lay told investors Wednesday.
Businesses Enron (ENE) wants to sell include a high-speed Internet unit and power operations in India and Brazil, which Mr. Lay said "have performed far worse than we ever could have imagined when we made these investments."
"In hindsight, we made some very bad investments in noncore businesses," Mr. Lay said during the conference call for investors and analysts.
Last Friday Dynegy (DYN) said it agreed to buy Enron in a deal now worth $10.5 billion, and Mr. Lay said the company is focusing on conserving cash and getting the most out of the core businesses that Enron will keep.
Enron Issues Warning About 4th Quarter Results
Enron executives also said they expect the company's fourth-quarter earnings to be hurt by the ongoing financial problems. They didn't provide details, but said they would issue an outlook for fourth-quarter earnings in two weeks.
In addition, the company said it wouldn't file its quarterly report for the third quarter with the Securities and Exchange Commission on Wednesday as it had expected. Jeff McMahon, Enron's newly appointed chief financial officer, said the company expects to make the filing "five days late."
Under regulatory guidelines, publicly traded companies have 45 days from the end of a fiscal quarter to file their financial results with the SEC. Enron reported its third-quarter earnings in mid-October, but has yet to make a filing with the SEC. The filing would include Enron's balance sheet.
In the past, Enron has received criticism for not providing a balance sheet with its quarterly earnings release. Enron officials on the call declined to provide specific details about the company's current cash position. That information is included on the balance sheet.
Dynegy agreed to buy Enron after the energy-trading giant's stock price plunged about 80% in the weeks following Enron's posting of a $618 million third-quarter loss. Dynegy also will assume $13 billion of Enron's debt.
The slide in Enron's share price primarily was a result of large-scale transactions it did with partnerships headed by Enron officers. Those transactions have produced hundreds of millions of dollars of write-offs and restatements in the past month. They are being investigated by the SEC and have helped spawn more than a dozen shareholder lawsuits.
Enron ousted its chief financial officer, Andrew Fastow, who ran some of the partnerships, and restated its earnings back to 1997. But those actions failed to restore investor confidence.
"I could not have ever contemplated the events we as a company and you as a stakeholder have faced over the last several weeks," Mr. Lay said Wednesday. "This has resulted in a complete loss of investor confidence. We are fully committed to fixing the problems."
Enron executives didn't say how many of the company's 20,000 employees world-wide would lose jobs as businesses are sold, a process they said could take months.
"Our debt balances too high and we need to raise cash," Mr. McMahon said.
Mr. Lay said cash gained from asset sales also would support its core businesses.
Enron is the country's top buyer and seller of natural gas, and the No. 1 wholesale power marketer. The company operates a 25,000-mile gas pipeline system and also markets and trades metals, paper, coal, chemicals, and fiber-optic bandwidth.
Dynegy's purchase of Enron triggered a clause in Mr. Lay's contract giving him $20.2 million for each full calendar year remaining in his contract if there is a change in control of Enron. But Mr. Lay told Enron employees that he wouldn't accept the money -- a total of up to $60.6 million -- upon completion of the merger. He said nothing about that decision during Wednesday's conference call.
Enron spokesman Vance Meyer said the compensation package, in Mr. Lay's contract since 1989, is the only merger-related payment Mr. Lay is eligible for from Enron. A Dynegy spokesman, John Sousa, said the company is unsure whether Mr. Lay can receive a retirement package from them.
Dynegy executives have said that they hope to complete their acquisition of Enron by next summer. The Enron name will vanish when the deal is completed.
Chuck Watson, Dynegy's chairman and chief executive, will retain those roles for the combined company. Mr. Lay will have no role in day-to-day management. He has been offered a seat on the combined company's board.
Under the merger agreement, Enron retains the right to designate three directors of the combined company. So far, Enron President and Chief Operating Officer Greg Whalley has been designated to be the new company's executive vice president. Enron spokeswoman Karen Denne said Enron has yet to designate two other appointees.
On Tuesday the California Public Employees' Retirement System Board of Administration announced that it would oppose appointment of any Enron board member to the combined company, charging that Enron's board may have failed to adequately monitor its corporate officers. Calpers owns about three million shares of Enron and also owns shares of Dynegy.
Copyright (c) 2001 Dow Jones & Company, Inc.
All Rights Reserved.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Cohen, Milstein, Hausfeld & Toll, P.L.L.C. Announces that Class Action Suits Against Enron Corporation Have Expanded their Class Periods

11/14/2001
Business Wire
(Copyright (c) 2001, Business Wire)
WASHINGTON--(BUSINESS WIRE)--Nov. 14, 2001--The following notice is issued by the law firm of Cohen, Milstein, Hausfeld & Toll, P.L.L.C., on behalf of its client, who, along with other firms, previously filed a lawsuit in the United States District Court for the Southern District of Texas (Houston Division), on behalf of purchasers of the common stock of Enron Corporation ("Enron" or the "Company") (NYSE:ENE).
The complaint alleges that the defendants violated section 10(b) of the Securities Exchange Act of 1934 ("The Exchange Act"), and Rule 10b-5 promulgated thereunder, and that defendants' wrongful conduct artificially inflated the price of Enron common stock during the Class Period. The prior complaints charged that during 2000 and 2001 the defendants misrepresented and concealed material facts concerning the Company's financial transactions with two partnerships established by Enron's then Chief Financial Officer, which resulted in substantial losses to Enron and a reduction in shareholders' equity of over $1 billion.
As the result of the Company's November 8, 2001 announcements, however, the class period has been extended to encompass all purchasers of Enron common stock from October 19, 1998 through November 7, 2001. On November 8, 2001, prior to the markets opening, Enron announced it was restating its financial results for 1997, 1998, 1999 and 2000, and the first two quarters of 2001 to correct for errors which had inflated Enron's net income by hundreds of millions of dollars in those years and that audit reports for those years should not be relied upon. Upon these disclosures, Enron's stock dropped to $8.41 per share on November 8, 2001, down from a Class Period high of $90.
Plaintiff's counsel -- Cohen, Milstein, Hausfeld & Toll, P.L.L.C. -- has significant experience in prosecuting investor class actions and actions involving financial fraud. The firm has offices in Washington, D.C., Seattle, Washington and New York, New York and is active in major litigation pending in federal and state courts throughout the nation.
The firm's reputation for excellence has been recognized on repeated occasions by courts which have appointed the firm to lead positions in complex multi-district or consolidated litigation. Cohen, Milstein, Hausfeld & Toll, P.L.L.C. has taken a lead role in numerous important cases on behalf of defrauded investors, and has been responsible for a number of outstanding recoveries which, in the aggregate, total hundreds of millions of dollars or more.
If you purchased shares of Enron stock during the Class Period, you may move the Court no later than December 21, 2001 to serve as lead plaintiff for the Class. In order to serve as lead plaintiff, you must meet certain legal standards.
If you have any questions about this notice or the action, or with regard to your rights, please contact either of the following:

Andrew N. Friedman, Esq.
or
Mary Ann Fink
Cohen, Milstein, Hausfeld & Toll, P.L.L.C.
1100 New York Avenue, NW
West Tower, Suite 500
Washington, DC 20005
Telephone: 888/347-4600 or 202/408-4600
E-mail: afriedman@cmht.com or mfink@cmht.com

CONTACT: Cohen, Milstein, Hausfeld & Toll, P.L.L.C. Andrew N. Friedman, Esq. or Mary Ann Fink afriedman@cmht.com or mfink@cmht.com 888/347-4600 or 202/408-4600
12:50 EST NOVEMBER 14, 2001

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Enron Says 4th-Qtr Earnings Cut by Lost Business (Update6)
2001-11-14 16:13 (New York)

Enron Says 4th-Qtr Earnings Cut by Lost Business (Update6)

     (Updates with closing share prices in 12th paragraph.)

     Houston, Nov. 14 (Bloomberg) -- Enron Corp., which averted
bankruptcy last week by agreeing to a buyout by Dynegy Inc., said
fourth-quarter earnings will be lowered by severance payments,
reorganization costs and a drop in its energy-trading business.

     Enron didn't say how many jobs it plans to cut or what its
expenses will be. Trading volumes declined last week and it's too
soon to tell if the company will recover lost business, Chief
Operating Officer Greg Whalley said during a conference call with
investors.

     Traders including Mirant Corp. and Aquila Inc. have said they
shifted transactions away from Enron after its plunging stock
price prompted concerns about creditworthiness.

     ``Business has been affected in the last month,'' Enron Chief
Executive Officer Kenneth Lay said. ``We're going to go back to
basics and focus on our core energy business.''

     The company will provide a more detailed fourth-quarter
earnings projection in two to three weeks, Lay said.

     Dynegy CEO Charles Watson, who agreed on Friday to acquire
bigger rival Enron in a transaction now valued at more than $24
billion, had said he is confident that Enron's trading business is
sound.

                       `Greater Acceptance'

     Enron has been criticized by investors and has seen its
market value plunge in recent weeks because of concerns it was
using affiliated partnerships to mask losses and hide debt. Dynegy
is buying Enron for $9.27 billion in stock and about $15 billion
in assumed debt. Both companies are based in Houston.

     Since the buyout was announced, Enron is ``seeing greater
acceptance in the U.S. and Europe to our financial situation in
short-term markets,'' Whalley said. ``It may be a couple of weeks
before we can give comfort to our longer-dated customers.
Hopefully, we'll move up to normal levels in the near future.''

     Enron said it will be five days late in filing its third-
quarter earnings statement with the Securities and Exchange
Commission. The filing was supposed to be out by today. The
company also will provide more details about earnings in the
fourth quarter than it has in previous periods, Chief Financial
Officer Jeffrey McMahon said.

     Enron spokesman Mark Palmer declined to provide further
details about job cuts. ``Anything we say about layoffs, we're
going to say to our employees first,'' he said.

     Dynegy spokesman John Sousa said he didn't know the number of
job cuts or the cost of severance that Enron will have in the
fourth quarter.

     Shares of Enron rose 2 cents to $10. Dynegy fell 74 cents to
$46.20. ChevronTexaco Corp., which owns 26 percent of Dynegy,
declined $3.55 to $86.62.

                       Providing More Detail

     Enron been criticized by investors for not providing enough
information about how it makes its money. The company was expected
to earn 45 cents a share in the fourth quarter, the average
estimate of analysts polled by Thomson Financial/First Call.

     In the third quarter, Enron had a $618 million loss because
of failed investments in water, telecommunications and retail-
energy sales that cost the company $1.01 billion.

     Investors expected Enron's fourth-quarter earnings to be cut
by recent events, said Kathleen Vuchetich, who helps manage the
$1.4 billion Strong American Utilities Fund, which owns 284,000
Dynegy shares.

     ``They'd have hurt their credibility if they'd said
otherwise,'' Vuchetich said.

                           $1.5 Billion

     Enron said it received $1.5 billion in cash yesterday from
ChevronTexaco as part of the Dynegy buyout agreement. In return,
Dynegy will acquire preferred stock and other rights in an Enron
unit that owns the Northern Natural Gas pipeline.

    If the merger isn't completed, Dynegy will have the right to
acquire Northern Natural Gas, Enron said today in a filing with
the Securities and Exchange Commission. ChevronTexaco, the second-
largest based U.S. oil company, will provide Dynegy with another
$1 billion after the merger closes.

     McMahon also said the company is in talks with several
private investors. The company expects to receive $500 million to
$1 billion from these sources, McMahon said.

     ``Our debt balance is too high, and we need to raise equity
capital,'' McMahon said. ``In this environment we can't raise
public equity capital very efficiently so we need to go to other
sources.''

     The company said it is accelerating attempts to sell ``non-
core assets'' such as its investment in an Indian power plant and
its broadband telecommunications network. Enron has about $8
billion invested in these businesses, and it may take as long as a
year to get rid of the broadband business, Whalley said.

     ``In hindsight, we made some very bad investments,'' Lay
said. ``These have turned out far worse than we ever imagined.''

     Lay, Enron's chairman since February 1986, was entitled to
receive a severance package of more than $60 million after Dynegy
took over Enron. Lay decided yesterday to waive the payment.

Cauley Geller Bowman & Coates, LLP Expands Class Period in Class Action Lawsuit Against Enron Corp.

11/14/2001
Business Wire
(Copyright (c) 2001, Business Wire)
LITTLE ROCK, Ark.--(BUSINESS WIRE)--Nov. 14, 2001--The Law Firm of Cauley Geller Bowman & Coates, LLP announced today that a class action has been filed in the United States District Court for the Eastern District of Texas, Texarkana Division on behalf of purchasers of Enron Corp. ("Enron" or the "Company") (NYSE:ENE) common stock during the period between January 18, 1999 and November 8, 2001, inclusive (the "Class Period"). A copy of the complaint filed in this action is available from the Court, or can be viewed on the firm's website at http://www.classlawyer.com/pr/enron.pdf.
The complaint charges Enron and certain of its officers and directors with violations of the federal securities laws. On November 8, 2001, Enron announced that it would restate its 1997, 1998, 1999, 2000 and 1Q and 2Q 2001 results because of various income statement and balance sheet adjustments required as the result of Enron's determination that three unconsolidated entities should have been consolidated in the financial statements pursuant to Generally Accepted Accounting Principles ("GAAP"), which caused Enron's 1997 through 2Q 2001 income and assets to be materially overstated. Throughout 1999 and 2000, the price of Enron common stock substantially increased -- rising from $32.50 per share on January 18, 1999 to $83.125 per share on December 29, 2000. The complaint alleges that a substantial basis for this huge gain was the Company's allegedly false and misleading reports of ever increasing revenues and profits.
The effect of the restatement was dramatic. Rather than earning $698 million and $1.01 per share in 1998, Enron's restated earnings fell to $585 million and $0.86 per share. Net income was lowered $186 million in 1999 with EPS dropped from $1.10 to $0.79. Net income was lowered $132 million in 2000 and EPS correspondingly fell from $1.12 to $0.97. The restatement increased Enron's debt by $561 million in 1998, $685 million in 1999 and $629 million in 2000. Shareholder's equity was reduced by $448 million for 1998, $834 million for 1999, $1.16 billion for 2000, $1.226 billion for first quarter 2001 and $929 million for second quarter 2001. During the Class Period, Enron insiders disposed of over $73 million of their personally-held Enron common stock to unsuspecting investors.
If you bought Enron common stock between January 18, 1999 and November 8, 2001, inclusive, and you wish to serve as lead plaintiff, you must move the Court no later than December 21, 2001. If you are a member of this class, you can join this class action online at http://www.classlawyer.com/sign_up.html. Any member of the purported class may move the Court to serve as lead plaintiff through Cauley Geller Bowman & Coates, LLP or other counsel of their choice, or may choose to do nothing and remain an absent class member.
Cauley Geller Bowman & Coates, LLP has substantial experience representing investors in securities fraud class action lawsuits such as this. The firm has offices in Florida, Arkansas and California, but represents investors throughout the nation. If you have any questions about how you may be able to recover for your losses, or if you would like to consider serving as one of the lead plaintiffs in this lawsuit, you are encouraged to call or e-mail the Firm or visit the Firm's website at www.classlawyer.com.

CAULEY GELLER BOWMAN & COATES, LLP
Investor Relations Department:
Jackie Addison, Sue Null or Shelly Nicholson
Toll Free: 1-888-551-9944
E-mail: info@classlawyer.com

CONTACT: Cauley Geller Bowman & Coates, LLP Charlie Gastineau or Sue Null, 888/551-9944
16:46 EST NOVEMBER 14, 2001

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.

Fitch: Cinergy's Rating Outlook Negative

11/14/2001
Business Wire
(Copyright (c) 2001, Business Wire)
NEW YORK--(BUSINESS WIRE)--Nov. 14, 2001--Fitch Inc. has changed the Outlook of Cinergy's (CIN) 'BBB+' senior unsecured debt to Negative from Stable due to increased leverage and planned environmental compliance expenditures.
Cinergy is the parent holding company of The Cincinnati Gas & Electric Company (CGE) and PSI Energy, Inc. (PSI). Fitch rates the senior secured debt of both 'A-.'
The negative outlook reflects the rise in debt leverage due mainly to the acquisition of two natural gas fired generating units from Enron Corp in March 2001. As of Sept. 30, 2001, debt was 63% of total capitalization, up from 59% and 56% at the end of fiscal years 2000 and 1999, respectively. The acquisition consists of Enron's 494- megawatt Brownsville generation facility located in Haywood County, Tennessee and the 504-megawatt Caledonia generation facility located in Lowndes County, Mississippi. To reduce leverage, CIN plans to use proceeds from non-core asset sales to reduce debt and to reinstitute the issuance of new shares to meet obligations under its dividend reinvestment plan and various employee stock plans. If the debt reduction is successful, the outlook could return to stable.
Capital requirements related to CIN's compliance with environmental regulations are also a concern. In September 2000, CIN announced a plan for its subsidiaries to spend about $800 million system wide over the following five years to install pollution control equipment to reduce NOx emissions. A majority of these expenditures will be incurred by PSI, the regulated integrated utility, and should be recovered through rates. The company also reached a tentative agreement with the Environmental Protection Agency and other parties to reduce SO2 emissions by shutting down or re-powering with natural gas several coal-fired boilers and installing scrubbers and pollution control systems at several sites. The agreement, if finalized, would require CIN to spend an additional $700 million, mostly during 2008- 2013.
CIN's ratings also take into account the significant earnings and cash flow contribution of its regulated utility businesses, and a revised business strategy for its non- regulated businesses that is less aggressive and more appropriate for this mid-size company. The new strategy emphasizes regional, asset-based energy trading and marketing, customer led origination, and its regulated utility operations. A large amount of CIN's non-regulated revenue will be derived from contractual sales with its subsidiaries, CGE and The Union Light, Heat and Power Company. CGE's electric restructuring plan provides substantial transition cost recovery and allows the company to transfer its generating facilities. CGE plans to transfer its generating assets to CIN's non-regulated affiliate, Cinergy Wholesale Energy, Inc. Another CIN subsidiary, PSI, remains a vertically integrated regulated company and restructuring is not expected in the mid-term. Regulated operations provide about 55% of earnings.
CIN, through its subsidiaries CGE and PSI, provides electric and gas service in Ohio, Kentucky and Indiana to about 1.5 million electric and 500,000 gas customers. The company also has a growing merchant energy business and owns 13,000 megawatts of generation.

CONTACT: Fitch, New York Orli Almog, 212/908-0894 or Robert Hornick, 212/908-0523
14:48 EST NOVEMBER 14, 2001

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.


do you have any problems w/ these guys?  we have a deal pending their
signature on a gisb for gas to flow tomorrow to 2/28.

please let me know asap

thanks

Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490


I don't have a problem, but would like to know why the change for Goldman
Group.  That is a defined term -- see Part 3.

Luanne Giessen
Telephone:  (212) 902-0580
Facsimile:  (212) 428-1582
e-mail address:  luanne.giessen@gs.com

-----Original Message-----
From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
Sent: Tuesday, June 27, 2000 5:35 PM
To: Giessen, Luanne
Cc: Tana Jones
Subject: MAC Amendment

Luanne:
Our credit person is fine with revising the MAC language to say taht a MAC
would
be triggered if either (1) an entity's Credit Support Provider's rating from
S&P
is below BBB- by S&P or Baa3 by Moody's or (2) if such Credit Support
Provider
fails to be rated by both S&P and Moody's.  Also, in Sections 4.5 and 4.6 of
the
ISDA Schedule we would like to change the reference to "Goldman Group" to
"The
Goldman Sachs Group, Inc."

I will have Tana Jones draft an amendment and send it to you.  Call me if
there
are any problems with the above.

Tana,
Please draft an amendment for my review.

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


should we (or can we) bring a gift.

 -----Original Message-----
From: 	Farrell, Keegan
Sent:	Tuesday, November 20, 2001 4:12 PM
To:	Bailey, Susan; Boyd, Samantha; Cook, Mary; Farrell, Keegan; Gonzalez, Esmeralda; Gray, Barbara N.; Greenberg, Mark; Griffin, Vanessa; Heard, Marie; Hendry, Brent; Jacobson, Kimberley; Jones, Tana; Keiser, Holly; Koehler, Anne C.; Leite, Francisco Pinto; Nelson, Cheryl; Panus, Stephanie; Sayre, Frank; Shackleton, Sara; Spencer, Becky; Taylor, Mark E (Legal); Zucha, Theresa
Subject:	On Behalf of Mark Taylor and Barbara Gray

Please see the attached message:

 << File: You Are Invited.doc >>

Keegan
Enron Wholesale Services
713-345-3317


You are referring to the purchase and sale agreement, right?  I'm not asking
him to do anything on the LOI.

I haven't spoken to him in person.  I'll address it when we connect.  Are you
available this afternoon to talk to him with me?

Kay

From: Ben Jacoby/ENRON@enronXgate on 06/01/2001 12:28 PM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: RE: TECO

Have we asked John to turn this around by Monday?

 -----Original Message-----
From:  Mann, Kay
Sent: Friday, June 01, 2001 11:45 AM
To: Jacoby, Ben; Mitro, Fred
Cc: jkeffer@kslaw.com
Subject: TECO

Ben,

I made a minor adjustment to the LOI re: exclusivity.

 << File: Midway TECO LOI june 1.doc >>

Policy states that any time we sign up to exclusivity we are supposed to get
it approved by Mark Metts, Tim Detmering and the CEO of the affected business
unit.  Seems a little silly in this case, but it can't hurt. (yes, I know we
didn't do it with the turbine stuff)

Kay


---------------------- Forwarded by Phillip M Love/HOU/ECT on 06/07/2000
06:34 PM ---------------------------

Jim Little
06/05/2000 04:46 PM
To: Troy Klussmann/HOU/ECT@ECT, Cynthia Hakemack/HOU/ECT@ECT, Diane H
Cook/HOU/ECT@ECT, Mark Friedman/HOU/ECT@ECT, Mechelle Stevens/HOU/ECT@ECT,
Cathy De La Torre/HOU/ECT@ECT, Phillip M Love/HOU/ECT@ECT, Melba A
Bowen/HOU/ECT@ECT, Mary Theresa Franklin/HOU/ECT@ECT, Wade R
Price/HOU/ECT@ECT, David Oliver/HOU/ECT@ECT, Carrie Hollomon/HOU/ECT@ECT,
Janie Gallegos/HOU/ECT@ECT, Gregory A Mausser/HOU/ECT@ECT, Bryan
Hull/HOU/ECT@ECT, Dawn C Kenne/HOU/ECT@ECT, Elizabeth L
Hernandez/HOU/ECT@ECT, Cathy Sprowls/HOU/ECT@ECT
cc:
Subject: May 2000 Physical Liquidations


Thanks.

 -----Original Message-----
From: 	Dietrich, Janet
Sent:	Monday, September 24, 2001 10:21 AM
To:	Dasovich, Jeff; Mara, Susan
Cc:	Shapiro, Richard
Subject:	Intention to Challenge the California's PUC's Decision to Suspend DA

EES is fully on board with these pursuits...
---------------------- Forwarded by Janet Dietrich/HOU/EES on 09/24/2001 10:18 AM ---------------------------
From:	Jeff Dasovich/ENRON@enronXgate on 09/21/2001 03:48 PM
To:	Richard Shapiro/ENRON@enronXgate, James D Steffes/ENRON@enronXgate, Paul Kaufman/ENRON@enronXgate, Harry Kingerski/ENRON@enronXgate, Steven J Kean/ENRON@enronXgate, Susan J Mara/ENRON@enronXgate, Jeremy Blachman/HOU/EES@EES, Janet Dietrich/HOU/EES@EES, Vicki Sharp/HOU/EES@EES
cc:
Subject:	Intention to Challenge the California's PUC's Decision to Suspend DA

?	The PUC's decision 1) suspending DA and 2) signaling the PUC's intent to continue to consider nullifying DA contracts signed after July 1 is full of holes.
?	We haven't detected any downside in joining with coalitions, and trying to get other coalitions, to appeal the PUC order.
?	Sue Mara is working with the ARM coalition to appeal yesterday's order and is taking the lead generally on the effort to reverse things.
?	The appeals that we would join, and attempt others to persue on their own, would focus principally on two issues:  1) disabusing the PUC of the notion that it has the legal authority to nullify contracts retroactively, and 2) lifting the suspension on DA altogether (let me know if I've missed anything here, Sue).

Please let us know if folks have any concerns that would cause us to reconsider pursuing these challenges.

Best,
Jeff


Please find attached the minutes from the April 2nd energy committee
meeting.  I apologize for the delay in distributing these minutes.  If you
have any questions, please feel free to contact me.

 - Energy Committee Meeting Minutes April 2.doc


You're the best!

	Frank L Davis
	06/26/2000 01:13 PM

		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: EnronOnline Registration Form

Tana,

Attached below is the registration form you requested.

Frank


---------------------- Forwarded by Kori Loibl/HOU/ECT on 08/30/2000 01:12 PM
---------------------------

LBJTEX@aol.com on 08/30/2000 10:08:45 AM
To: jrose@aglife.com, kbdavis@garlandisd.net, Kori.Loibl@enron.com,
boutique@lcc.net, MRose@ci.pasadena.tx.us, sbellar@ci.pasadena.tx.us
cc:
Subject: What does love mean

A group of professional people posed this question to a group of 4 to =
8
>year-olds, "What does love mean?"  The answers they got were broader =
and
>deeper than anyone could have imagined. See what you think:
>
>
>
>"Love is that first feeling you feel before all the bad stuff gets in =
the
>way."
>
>
>
>"When someone loves you, the way they say your name is different. You
>know that your name is safe in their mouth."
>
>
>
>
>
>=F4Love is when a girl puts on perfume and a boy puts on shaving =
cologne
>and they go out and smell each other."
>
>
>
>"Love is when you go out to eat and give somebody most of your french
>fries without making them give you any of theirs."
>
>
>
>"Love is when my mommy makes coffee for my daddy and she takes a sip
>before giving it to him, to make sure the taste is OK."
>
>
>
>"Love is what's in the room with you at Christmas if you stop opening
>presents and listen."
>
>
>
>"There are two kinds of love. Our love.  God's love. But God makes =
both
>kinds of them."
>
>
>
>"Love is like a little old woman and a little old man who are still
>friends even after they know each other so well."
>
>
>
>"During my piano recital, I was on a stage and scared.  I looked at =
all
>the people watching me and saw my daddy waving and smiling.  He was =
the
>only one doing that.  I wasn't scared anymore."
>
>
>
>"My mommy loves me more than anybody.  You don't see anyone else =
kissing
>me to sleep at night."
>
>
>
>"Love is when mommy gives daddy the best piece of chicken."
>
>
>
>"Love is when mommy sees daddy smelly and sweaty and still says he is
>handsomer than Robert Redford."
>
>
>
>"Love is when your puppy licks your face even after you left him alone
>all day."
>
>
>
>"When you love somebody, your eyelashes go up and down and little =
stars
>come out of you."
>
>
>
>(I saved the best two until last.)
>
>
>
>"You really shouldn't say 'I love you' unless you mean it.  But if you
>mean it, you should say it a lot.  People forget."
>
>
>
>"God could have said magic words to make the nails come out of the =
cross,
>but he didn't -- thats love...............
>
>


In todays meeting the CPUC did NOT act on the Revised Proposed Decision issued last week to unbundle the SoCal system.  Once again the decision has been Held Over to the next meeting.  gh


Arun is going to have to bring down the Curve Manager due to these issues:
No 10/31/01 or 11/1/01, due to this ST is having to mark 12/1/01.
Arun is going to fix these issues: he will have to bring it down and then back up.
In about 20min (10:45) please log out and login -> then check to see what needs to be remarked.

Thanks,
Heather


Attached are redlines of the revised Capacity Release Agreement and the
Revised Transaction No. 2.  Please review.


GT,

Congratulations on the engagement!  Hate to see a good man go down, but it
happens to the best of us.  Sounds like things are going really well for
you.  When is the wedding?  Sounds like there are a lot of wedding bells in
the Townsend family these days.

With respect to the weekend; change of plans.  I will be staying in Houston
this weekend.  However, the following weekend myself and the red-faced Eric
and possibly his wife want to come to Austin to hang out.  Are you around
that weekend and could you handle 3 people crashing at your place.  If its a
problem let me know.

	"Townsend, George" <gtownsend@manorisd.net>
	05/24/2000 02:03 PM

		 To: "'Gerald Nemec'" <Gerald.Nemec@enron.com>
		 cc:
		 Subject: RE: What's Up

G,

I will be in town this weekend but my sister is getting married Saturday so
I will be tied up until late Saturday night. Does that fit your schedule.

Also, I am now an engaged man. Heather and I are super happy but don't
worry, that does not change things buddy. I am going to need all the male
bonding I can get. Heather is going to Spring on Sunday so I have Sunday and
Monday totally free.

Let me know
GT

> -----Original Message-----
> From: Gerald Nemec [SMTP:Gerald.Nemec@enron.com]
> Sent: Tuesday, May 23, 2000 3:03 PM
> To: gtownsend@manorisd.net
> Subject: What's Up
>
>
>
> GT,
>
> How is it going brother?  Got that house finished yet?    Wanted to see if
> you
> were going to be in town for the Memorial Day weekend.  I was kicking
> around the
> idea of doing some tubing and maybe stopping by Austion for a night to
> chase
> some good looking Austin women.  Drop me a line.
>


Ignore my last email.

ckm


There seems to be some question whether Utilicorp. can trade financial.  I
opened them to trade all financial (including power) on 7/26/00.  I think the
customer is calling Kathy for access.  There should be no change in their
physical power profile.


SIVY ON STOCKS from money.com
May 25, 2001

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

Small is beautiful

Stocks with market caps of less than $7 billion are cheaper than the
market's giants -- and are likely to outperform them.

By Michael Sivy

For most of the past seven years, stocks with the largest market
capitalizations outperformed mid- and small-cap stocks. As a result, the
big guys grew more overvalued relative to smaller companies. In the wake of
the tech wreck that valuation gap is narrowing, but there's still a long
way to go. And that means opportunity.

Shares of the 300 largest companies -- those with market caps of roughly $7
billion or more -- trade at an average P/E of around 23. Smaller companies
have average P/Es in the 16 to 19 range. P/Es vary with companies' earnings
growth rates, of course, but right now smaller stocks offer growth at a
cheaper price. As investors realize what good deals are available, share
prices of those companies are likely to benefit from rising price/earnings
multiples. Here are three companies that look well worth further investigation:

T. Rowe Price [TROW] is a stock I've always liked. The share price has gone
nowhere since 1998 -- the stock traded in the high $30s back then and is
currently at $36.70. The reason, not surprisingly, is the economic downturn
-- mutual fund companies take such setbacks especially hard. But T. Rowe
Price seems to be past the worst -- the share price is up 25 percent since
the April lows. I view this stock as a lot more than just a cyclical play,
however. Mutual funds companies earn profits based on the dollar-value of
the assets they manage. And those assets grow in two ways. First, investors
can add new cash to funds. Except for a couple of months earlier this year,
inflows into stock funds have remained uninterrupted for most of the past
decade. That trend will continue as Americans become increasingly
responsible for providing for their own retirement. A fund company's assets
under management also grow, however, simply because the market rises over
time, increasing the total value of the stocks in the funds they run. So if
the S&P 500 returns 12 percent a year, T. Rowe's profits should climb a bit
faster. The shares currently trade at 24 times this year's estimated earnings.

St. Joe [JOE] is a special situation -- a real estate holding company that
controls a big chunk of the Florida panhandle. Much of the company's 1
million-plus acres -- or nearly 3 percent of the state -- is beachfront or
near-waterfront (within 10 miles of the Gulf Coast). St. Joe is a competent
developer of resorts and planned communities, but in truth the stock is a
play on the opening up of the Florida panhandle. Acreage there is cheaper
than along other parts of the Gulf Coast because of lousy transportation
and infrastructure. More highways and an enlarged airport are in the works,
however, and as they're completed land values could rise substantially. At
$25.70, the shares look a bit dear on a price-to-earnings basis, but St.
Joe is really valued on its assets.

Whole Foods Market [WFMI] operates a chain of more than 120 natural foods
supermarkets, making it the category leader. A quarter of the stores are in
California, and profit margins have been hurt there by power shortages.
Nonetheless, earnings were up more than 10 percent in the most recent
quarter. And the company has indicated that earnings could grow at a 15
percent-plus annual rate in the second half. Analysts believe Whole Foods
could more than double its number of stores over the next seven years,
simply by expanding to other parts of the U.S. The chain's compound
earnings growth is projected at up to 20 percent for the next five years.
At $56.30, the stock, which will soon split 2-for-1, trades at 26 times
this year's estimated earnings.

###

Post your comments on Michael's column at:
http://www.money.com/depts/investing/sivy/index.html

To subscribe or unsubscribe to Sivy on Stocks, go to:
http://www.money.com/email/

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If you would prefer us not to contact you in this manner, AND
YOU DID NOT INDICATE THIS PREFERENCE AT THE TIME YOU SIGNED UP
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<<Re remove cat urine from an area rug.htm>>

 - Re remove cat urine from an area rug.htm


pls print this for me with the cover memo.  thanks. df
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 03/20/2001
04:24 PM ---------------------------
From: Michael P Moran/ENRON@enronXgate on 03/20/2001 01:18 PM
To: Drew Fossum/ET&S/Enron@ENRON
cc:

Subject: FW: Senior Director Criteria

Since the Assistant General Counsel position is equivalent to Sr. Director
Legal would have to follow these same guidelines for people that are proposed
to move from Senior Counsel to AGC.
 -----Original Message-----
From:  Smith, Gary
Sent: Tuesday, March 20, 2001 1:02 PM
To: Horton, Stanley; Fossum, Drew; Moran, Michael P.; McCarty, Danny;
Hayslett, Rod; Corman, Shelley; Prentice, James; Lowry, Phil; Meyer,
Rockford; Hotte, Steve; Cordes, Bill
Cc: Barbee, Wilson; Fagan, Fran; Sumlin, Roger; Schaffer, Brian; Vaughn, Ann
Subject: Senior Director Criteria

At the year-end 2000 PRC meeting for ETS, we discussed the Senior Director
title and criteria for its use.  Attached is a recap of that discussion and a
proposal for the use of this title in ETS prospectively.  Give me a call if
you have questions or suggestions for modifications.  I would like to
finalize the criteria prior to the commencement of the 2001 mid-year PEP/PRC
processes on May 7.

Gary


Isabel,

I'm waiting on Delta to give me language concerning a performance guarantee
adjustment for site conditions before turning the execution version.

The GE parent guaranty and LOC are in the all the earlier versions I sent,
and remain unchanged.  Please let me know if you don't have the earlier
versions.

Kay

"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/18/2001 06:07:33 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc: "O'BRIEN, Lisa" <lisa.obrien@freshfields.com>

Subject: RE: Revised language relating to payment

This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status.  Please notify us
immediately by reply e-mail and then delete this message from your system.
Please do not copy it or use it for any purposes, or disclose its contents to
any other person:  to do so could be a breach of confidence.  Thank you for
your co-operation.  Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com
if you need assistance.

Kay
Do you know when we might receive a revised Turbine Contract?  The lenders
would like to review the GE parent guarantee.
Thank you
Isabel

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Wednesday, April 18, 2001 11:11 AM
To: rvicens@deltapower.com; gregorylang@paulhastings.com;
iparker@freshfields.com
Cc: Stephen.Thome@enron.com; Jake.Thomas@enron.com; ccampbell@kslaw.com;
jkeffer@kslaw.com
Subject: Revised language relating to payment

The following language/numbers are acceptable to GE:

6.1.2     Payment Schedule.
|-----------------+-----------------|
|   Payment Date  |  Payment Amount |
|-----------------+-----------------|
| April 30, 2001  |$50,234,000      |
|-----------------+-----------------|
|                 |                 |
|-----------------+-----------------|
|                 |                 |
|-----------------+-----------------|
|            TOTAL| $50,234,000     |
|-----------------+-----------------|

Such April 30th payment shall constitute full and final payment for the
Units, except that Purchaser shall be responsible for the payment of any
and all amounts associated with any Change Order after the Effective Date.
The final payment is also subject to Section 6.1.3.

The form of the letter of credit is included as an exhibit to the turbine
contract (exhibit D) and the form of GE parent guarantee is attached as
Exhibit C-1.

Kay


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

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===============================================================
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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Can I sent a copy of this down to Credit?  How about Joe Hunter?

	Mark Taylor
	12/12/2000 09:08 AM

		 To: Robert Bruce/NA/Enron@Enron, Mary Cook/HOU/ECT@ECT, Brent
Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Cheryl Nelson/NA/Enron@Enron,
Sara Shackleton/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT, Samantha
Boyd/NA/Enron@Enron, Tana Jones/HOU/ECT@ECT, Stephanie Panus/NA/Enron@Enron,
Justin Boyd/LON/ECT@ECT, Edmund Cooper/LON/ECT@ECT, Mark
Evans/Legal/LON/ECT@ECT, Denis O'Connell/LON/ECT@ECT, Paul Simons/LON/ECT@ECT
		 cc:
		 Subject: Risk Management & Trading Corp. ("RMT") Guidelines

I thought I'd send this around just as a reminder of the RMT guidelines.  As
far as I know these have not changed since Rhett's memo last year.
----- Forwarded by Mark Taylor/HOU/ECT on 12/12/2000 09:07 AM -----

	Rhett Jackson
	11/01/1999 10:08 AM

		 To: Sally Beck/HOU/ECT@ECT, Dale Neuner/HOU/ECT@ECT, Peter
Keohane/CAL/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Jefferson D
Sorenson/HOU/ECT@ECT, Shari Stack/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT,
Mark Taylor/HOU/ECT@ECT, Bob Shults/HOU/ECT@ECT, Tony Harris/HOU/ECT@ECT
		 cc: Morris Richard Clark/HOU/ECT@ECT, Stephen H Douglas/HOU/ECT@ECT, James
Ginty/Corp/Enron@ENRON, Jordan Mintz/HOU/ECT@ECT, James Sandt/LON/ECT@ECT,
AnnMarie Tiller/Corp/Enron@ENRON
		 Subject: Risk Management & Trading Corp. ("RMT") Guidelines

Attached please find the most recent guidelines for confirming swap
transactions with RMT.  Please distribute this memorandum to others involved
in the confirmation process, as appropriate, and feel free to call me at
X34718 if you have any questions or comments.

Regards.
Rhett Jackson


the product number for pg&e topock is 47085.   the correct company name for transcanada is the division of transcanada.  thanks for your help.

matt

 -----Original Message-----
From: 	Lozano, Melba
Sent:	Tuesday, May 22, 2001 3:59 PM
To:	Lenhart, Matthew
Subject:	FW: Matt Lenhart's Restricted products

Matt,

I need the following information requested by the customer access group (see e-mail below). I also need to know if your current product numbers and when you want to transfer them over to the "Restricted" Product types.  Please let me know as soon as you can.

Thanks,

Melba
58986

 -----Original Message-----
From: 	Sever, Stephanie
Sent:	Tuesday, May 22, 2001 3:51 PM
To:	Lozano, Melba
Cc:	Lees, Lisa; Cass, Robert B.
Subject:	RE: Matt Lenhart's Restricted products

Melba,

I have made all of the changes with the exception of adding the following:

Aquila Risk Management Corp - Not approved for Physical trading
PG&E Core - Not EOL counterparty
TransCanada Gas Service - need clarification TransCanada Gas Services Inc. or TransCanada Gas Services, a division of TransCanada Energy Ltd.

Please let me know if you have any questions.  Would you like me to follow up with Matt on the TransCanada issue.

Thanks,
Stephanie

 -----Original Message-----
From: 	Lozano, Melba
Sent:	Tuesday, May 22, 2001 10:03 AM
To:	Sever, Stephanie
Cc:	Lees, Lisa; Cass, Robert B.
Subject:	Matt Lenhart's Restricted products

Stephanie,

I have compared the lists and this is what I found:

 << File: Restricted Customer List.xls >>
This is what you sent me.

 << File: PG&E Topock Restricted list.xls >>
This is Matt's list.

Let me know if I can help you at all with anything you need.

Thank you,

Melba


Kate,

My assistant, Shirley Crenshaw, will schedule a meeting.
Vince

Kate Lucas
10/17/2000 11:57 AM
To: Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: rotational opportunities within your group

Dear Vince,

I am a rotating associate and would like to learn more about opportunities
within your group. I have worked in RAC and am currently in Financial
Trading. I believe the Associate/Analyst program may forward you my CV, but I
thought it good to get in touch personally.
Please let me know if there is someone with whom I could speak about the
group and its needs for associates.

With best regards,
Kate


Stevens-

I wanted to clarify with you the transportation costs on Destin.  The
transportation rate is $.24/MMBtu and the ACA charge is $.0022/MMBtu.  This
should be deducted from the net volumes received on our transportation
contract.   The net volumes are the volumes allocated to our contract for
redelivery after 0.3% fuel in kind has been deducted from the gross volumes
at the receipt point into Destin.  If you bill us on gross volumes, then you
must deduct the value of the fuel as well as the $.2422/mmbtu in
transportation costs from the pipeline.  From my calculations, deducts from
gross volumes would be $.258 in Oct., $.2556 in Nov. and $.2602 in Dec.
Please let me know if you have any questions.

Thanks

Susan Pereira

Stevens_Hollister@eott.com on 12/07/2000 02:05:57 PM
To: Susan.W.Pereira@enron.com
cc: Jeananne_Heck@eott.com
Subject: Prices and volumes

Susan,

Do you have any idea when we will receive volumes and pricing for the Bazor
Ridge Gas Plant for November?  If I need to contact someone else concerning
these issues please let me know.

Thanks,

Stevens


Just wanted to point out some very important people who are riding on our
team:

ALL 378 OF YOU !!

Some of us are better known than others, however, and you may enjoy knowing
that you're riding with:

Jeff Skilling, President & Chief Operating Officer of Enron
Wendy Gramm, Enron Board Member and wife of Senator Phil Gramm
Pauline Chiou - Channel Two Morning News (the early-bird MS150 rookie)
Judge Robert Eckels (don't bother him with your parking tickets- he will be
busy surviving)
Judge Mike Fields (the man with a mission - has a very good friend with M.S.)
Senator Phil Gramm's entire staff (back for the third year.  If '98 didn't
scare them off, nothing will.)

And here's the latest team list - be sure to let me know if we're missing
anyone!
We have 378 registered and 366 riding!


Cool.  Do we have any most favored nations problem when we start doing
backhaul service or have we already crossed that bridge with the EFBH deal?
DF

	From:  Susan Scott                           02/03/2000 11:28 AM

To: Drew Fossum@ENRON
cc:

Subject: news from the dogbone

PG&E wants to buy backhaul service!


Hi Dale (& Vince),

I have now gathered everyone's views and the consensus is that we should hire
Sharad to work with me on front-office pricing and so we should proceed to
the offer stage.  As you can see his salary is o43,500 currently and he
appears to have a guaranteed bonus of o25,000 for next year.  He would join
for >o50,000 from my discussions with Alex Blair, the consultant.  He is very
interested in Enron, but is also talking to Morgan Stanley.  I discussed with
Vince, who recommended that Sharad should come in at the same level (rank) as
Kirstee Hewitt; I would also like to arrange for a direct reporting line to
me for Sharad.

Regards,

Anjam
x35383

P.S. Kate:  I have attached the agencies terms and conditions below:

---------------------- Forwarded by Anjam Ahmad/LON/ECT on 05/07/2000 16:21
---------------------------

	Enron Capital & Trade Resources Corp.

	From:  Alex Blair <Alex.Blair@alexmann.com>
05/07/2000 15:29

To: "'Anjam Ahmad'" <Anjam.Ahmad@enron.com>
cc:

Subject: Numbers

Anjam,
??????? as requested please find enclosed details on Sharad's numbers:
??????? Basic Salary : o40,000
??????? Car Allowance : o3,500
??????? (paid in Cash)
??????? Annual Bonus : o13,000 (this bonus was paid for ???????
99-00?? ??????? ??????? ??????? 8 mths work April-Dec)

Total o56,500

Sharad has been informed that his bonus payments for year 00-01 will be
floored at o25,000.? Sharad's expectations therefore are to receive a base
salary of between o57.5-o60K plus bonus.
I hope this is of use and ask that if you have any questions that you do not
hesitate to call.

Alex Blair
Senior Consultant
alex.blair@alexmann.com
Tel:0207 891 6671
Fax:0207 905 1313
Web: <http://www.alexmann.com>
"The Alexander Mann Group has a stated policy for the use of electronic
mail which is rigorously enforced throughout the Group. The contents of
this e mail should meet the requirements of the policy - if you would
like further details please forward this message to info@alexmann.com
<mailto:info@alexmann.com> or call 0207 242 9000.
The information contained in this electronic mail message is
confidential. It is intended solely for the use of the individual or
entity to whom it is addressed and others authorised to receive it. If
the reader of this message is not the intended recipient, you are hereby
notified that any use, copying, dissemination or disclosure of this
information is strictly prohibited."


pls print.  t hanks df
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 03/19/2001
08:31 AM ---------------------------

Stanley Horton
03/13/2001 01:25 PM
Sent by: Cindy Stark
To: Bill Cordes/NPNG/Enron, Shelley Corman/ET&S/Enron, Steve
Hotte/Corp/Enron, Rod Hayslett/FGT/Enron, Phil Lowry/OTS/Enron@ENRON, Danny
McCarty/ET&S/Enron@Enron, Rockford Meyer/FGT/Enron, Michael Moran/ET&S/Enron,
Drew Fossum/ET&S/Enron@ENRON, Julia White/ET&S/Enron@ENRON, James
Prentice/GPGFIN/Enron, Gary P Smith/OTS/Enron@ENRON, Mike McGowan/ET&S/Enron,
Margaret Carson/Corp/Enron@ENRON, Lorna Brennan/ET&S/Enron, Rick
Dietz/ET&S/Enron@ENRON
cc: Virginia O'Neill/NPNG/Enron, Ruth Mann/ET&S/Enron, Rita
Houser/GPGFIN/Enron, Kathy Campos/GPGFIN/Enron, Amelia Alder/OTS/Enron@ENRON,
Julie Armstrong/Corp/Enron@ENRON, Anne Jolibois/FGT/Enron, Emily
Sellers/ET&S/Enron, Martha Benner/ET&S/Enron, Ricki Winters/ET&S/Enron@Enron,
Janice Hogan/GPGFIN/Enron, Carolyn Perry/OTS/Enron

Subject: ETS HALF DAY STAFF MEETING AGENDA - MARCH 21, 2001

Please reference the attached agenda.  If you have any questions or concerns,
do not hesitate to call me.

Please be sure to advise me if you are UNABLE to attend!

Thanks,
Cindy
X36197


It is Carlos' territory.  Please review for compliance  with this month's
rules.

Thanks,

Kay

	From:  Kathleen Carnahan                           05/14/2001 01:36 PM

To: Kay Mann/Corp/Enron@Enron, Carlos Sole/NA/Enron@Enron
cc:

Subject: Greene Option - Pontiac Site

Kay and Carlos,

Is Illinois Carlos' state?  I will be working on this.

Kathleen

---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 05/14/2001
01:34 PM ---------------------------

Rusty Stevens
05/14/2001 01:29 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT

Subject: Greene Option - Pontiac Site

Kathleen,

I have spoken with Mr. Greene's attorney - Ed Legner - and let him know that
his minor suggested changes for the one year extension of the Pontiac site
option were acceptable.  I indicated that we would send out originals for
review and execution this week.

The procedure we agreed to was as follows:

We will send originals to Ed Legner in Pontiac for his review and initials.
He will forward to Dick Greene in Florida for execution.
Dick will sign and send to us
We execute and return their original along with the the two checks in the
amount of $5000 each - one for exercise of the six month extension, and the
other for making our requested changes for turbopark compliance and for
granting an additional 12 month extension option at the end of this year.

I would like to get this inked as soon as possible in order to ensure the
viability of the Pontiac site for a 2003 COD.


Are you having second thoughts about this?
----- Forwarded by Sara Shackleton/HOU/ECT on 10/18/2000 01:33 PM -----

	"JASON PETERS" <PETEJ@andrews-kurth.com>
	10/18/2000 10:15 AM

		 To: <Sara.Shackleton@enron.com>
		 cc:
		 Subject: Re: Enron/FPL ISDA

We're waiting for Mark Taylor's approval.

>>> <Sara.Shackleton@enron.com> 10/18/00 09:22AM >>>

Do you have access to Lotus Notes?  Serge told us on Oct. 3 that he would
have comments no later thatn the week of 10/16 and you would follow up with
him.
I'll try to call you when I have a free minute.  Sara

                    "JASON PETERS"
                    <PETEJ@andrews-        To:     <smartin@steelhector.com>
                    kurth.com>             cc:     <Sara.Shackleton@enron.com>
                                           Subject:     Enron/FPL ISDA
                    10/17/2000
                    01:57 PM

Serge,

I just wanted to get an update on when you thought we would have a response
regarding the above-referenced ISDA.

Thanks,

Jason Peters
713-220-4124


During the course of their investigation, Special Agents from the Federal Bureau of Investigation will be taking documents they believe may be important for their investigation from employees' offices.  The FBI has agreed to return copies of such documents.

In addition, should you have an immediate need for a document requested by the FBI, please make a copy of the specific document and give the original to the FBI. Thank you for your cooperation.


Tracy,

Please find attached the EREC 2002 Business Plan and Operating Budget presentation prepared for the review with Ken Lay originally scheduled for Nov. 8th.

Please contact me if you have any concerns.

Thank you.

Chris


I have tried to summarize where I think we are at this time.  Is anything else needed to move ahead in developing a recommendation for Phil?  If so, please let the rest of the group know immediately.  If not, can we tune up the estimates and run the other numbers by early next week?

I'll be back in the office Thursday.

Thanks!

Dave

SAN JUAN LATERAL
Capacity increase does not require increased takeaway capacity in CA as there is no mainline increase - we substitute San Juan gas for Permian gas
Has a relatively high probability of being accepted by OPS (my estimate - 90%)

MAOP Increases - 	1250 (75% SMYS) from Bloomfield to Bisti
			1330 (80% SMYS) from Bisti to Gallup

Advantica study, report and presentation - some portion of the $250,000 total (est. $75,000)
Minor, if any, additional inspection & testing

Compression additions	Either 4,000 hp at Bloomfield for 55 MMcf/d - $10 million
			Or    10,000 hp at Bisti          for 90 MMcf/d - $15 million

TOTAL (Bisti scenario)		90 MMcf/d		$15.1 million		($168,000/MMcf/d)

MAIN LINE
Capacity increase does require increased takeaway capacity in CA
Has a more moderate probability of being accepted by OPS (my estimate - 60%)

MAOP Increase - 1100 (79% SMYS) from Station 5 to Needles

Advantica study, report and presentation - balance of the $250,000

Inspection, including smart pigging, testing, material evaluation, valve replacement and High Consequence Area pipe replacement  - $33 million
Station 1 to Needles launcher and receiver										           $ 1 million

Compression additions	Red Rock  			150 MMcf/d  	$93 million	(works without the MAOP upgrade)
			10,000 hp each at Stations 1-4	250 MMcf/d	$60 million	(requires the MAOP upgrade)
			Total				400 MMcf/d	$153 million

TOTAL	(Red Rock + 1-4)	400 MMcf/d		$185 million		($463,000/MMcf/d)
TOTAL (Red Rock only)	150 MMcf/d		$127 million		($847,000/MMcf/d)
TOTAL (1-4 only)		250 MMcf/d		$  94 million		($376,000/MMcf/d)

These summarize the system optimization studies.  We would like Ben, Morgan, Perry Frazier, Earl Chanley and Kevin Hyatt to critically evaluate these scenarios, determine the economics, and provide the team and Phil with an overall feasibility evaluation.  If favorable, we can release Advantica to begin work and we can brief OPS on the overall plan and direction.


Hi Michael -

Mr. Lay is returning from his trip today.  He will be in the office tomorrow.

Rosalee

"Telle, Michael S." <mtelle@velaw.com> on 10/02/2000 10:18:00 AM
To: "'kenneth.lay@enron.com'" <kenneth.lay@enron.com>
cc: "Watson, John" <jwatson@velaw.com>
Subject: Referendum Campaign

Mr. Lay--

During the negotiations with the Rockets as to how much each party would
contribute to the Arena referendum campaign, Mike Goldberg of Baker & Botts
suggested that the Rockets would like to net their contribution obligation
against other contributions that they solicited.

After a conversation with you, John Watson and I advised Mike Goldberg that
you did not want to be competing with the Rockets in soliciting
contributions to the Arena referendum campaign.

Mike Goldberg called Friday and asked whether it would be acceptable for the
Rockets to net against their contribution obligation contributions that they
have solicited from Baker & Botts, Jim MacInvale and Tilman Fertitta.  Mike
suggested that these three persons would be the only outside persons that
would be solicited by the Rockets.

Would you please let me know if this is acceptable to you.  You or Rosalee
may call me at 713-758-2350 or send me a response e-mail at
mtelle@velaw.com.

Sincerely,

Michael S. Telle


Attached is the board presentation.  Please contact Faith if you have any questions.

Thanks,
Misti
x39525


(See attached file: HPLN1222.xls)

 - HPLN1222.xls


Market Data has recently made changes to the Reuters Kobra permissioning database.  If you no longer have access to information that you previously utilized on your Kobra application, please contact Julie Pechersky at 713 853-9225 and the data will be restored immediately.

We appreciate your assistance.

Market Data


---------------------- Forwarded by Darron C Giron/HOU/ECT on 11/02/2000
09:26 AM ---------------------------

	From:  Elizabeth Soto                           11/02/2000 08:05 AM

To: Darron C Giron/HOU/ECT@ECT, Jennifer Bagwell/NA/Enron@ENRON
cc:
Subject: Re: Two Flatscreens to be moved...

---------------------- Forwarded by Elizabeth Soto/HOU/ECT on 11/02/2000
08:05 AM ---------------------------

Move-Team@ENRON
11/01/2000 08:07 PM
Sent by: John Salinardo@ENRON
To: Arnold Otten/EPSC/HOU/ECT@ECT
cc: Elizabeth Soto/HOU/ECT@ECT
Subject: Re: Two Flatscreens to be moved...

Arnold, can you please have these flat screens moved 11/02 morning.  I will
mark them as complete on the next available churn.  Thank you.

	From:  Elizabeth Soto                           11/01/2000 03:27 PM

To: Move-Team/EPSC/HOU/ECT@ECT
cc: Darron C Giron/HOU/ECT@ECT, Jennifer Bagwell/NA/Enron@ENRON
Subject: Two Flatscreens to be moved...

Attached is the original churn that was submitted, the night that this was
supposed to happen your people
were not able to switch the monitors out due to Bid - Week which is the
busiest time of the month and my
person was still working.  The person who came to move the monitors said that
they would come back on
Monday or Tuesday and here it is Wednesday and nothing has been done.  If you
could update me with some
type of information as far as when this will be taken care of that would be
greatly appreciated.

Thanks,
Elizabeth
---------------------- Forwarded by Elizabeth Soto/HOU/ECT on 11/01/2000
03:09 PM ---------------------------

	From:  Elizabeth Soto                           10/26/2000 10:14 AM

To: Move-Team/EPSC/HOU/ECT@ECT
cc:
Subject: Two Flatscreens to be moved...


---------------------- Forwarded by Kay Mann/Corp/Enron on 05/01/2001 12:44
PM ---------------------------

"PARKER, Isabel" <isabel.parker@freshfields.com> on 05/01/2001 12:40:11 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>, gregorylang@paulhastings.com
cc: ccampbell@kslaw.com

Subject: RE: GE Legal Opinion

This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status.  Please notify us
immediately by reply e-mail and then delete this message from your system.
Please do not copy it or use it for any purposes, or disclose its contents to
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if you need assistance.

I am indifferent so long as whoever signs is authorized and we have an
incumbency certificate covering them.
Thanks
Isabel

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Tuesday, May 01, 2001 12:27 PM
To: PARKER, Isabel; gregorylang@paulhastings.com
Cc: ccampbell@kslaw.com
Subject: RE: GE Legal Opinion

Isabel and Greg,

I'm having a logistical problem.  The only managing director of Salmon is
not in the office today.  I can have the membership certificates signed by
(1) a vice president or (1)  the managing member or (3) elect a new
managing director.  What's your preference?

Kay


Congratulations to the ECP team - we signed the Transaction Agreement
yesterday afternoon!  Thanks to everyone for their concerted efforts in
bringing this transaction to this important milestone.

Financial close of the sale is dependent upon several factors - the most
important of which are:

1.  Rating Agency reaffirmation of the rating on ECP's Senior Notes - both
Moody's and S&P have indicated that they will announce reaffirmation upon our
notification to them of the closing of the sale.

2.  ISRA certificate of non-applicability - This is the New Jersey
environmental condition which according to our NJ counsel, LeBeouf, "is on
the last desk".

3.  Minority partner consent at Bayonne - EPG wishes to complete a buyout of
the remaining two minority interests which ECP does not own rather than
obtain an explicit consent to our transaction.  We completely concur with
this approach and have granted EPG (a) an incentive if financial close occurs
this year - $500k price reduction, and (b) an extension to 22-Jan-01 of the
maximum time allowed for financial close.  Though negotiations with Calpine,
the largest minority partner at Calpine, are well advanced, it is certainly
more likely that financial close will occur in early January than next week.

4.  Transition Services Agreement - We need to finalize the terms of and the
specific services to be provided by ENA to ECP on behalf of EPG during a
short transition phase beginning with financial close.

From time to time I will attempt to keep you informed of progress on these
major items.

Attached are two files summarizing:

(i) our estimate of 4Q00 P&L results assuming a sale of the SubNotes to
Condor on 21-Dec and using an estimate of financial close on 27-Dec -
"ECPmemotable_bka.xls" (Please note - If financial close is delayed until
January the $500k incentive fee will not be paid to EPG and moving the
valuation date from 27-Dec to 31-Dec will actually increase P&L for the
quarter), and

(ii) an update to the overall transaction results and monetization
sensitivities - "epgofferanalysis (12-18-00)4Q.xls" (Please note -  the
estimate of 1Q01 P&L is slightly negative for offering costs associated with
monetizing the swaps; however, under current market conditions it is quite
possible that we could realize a monetization rate better than the forecast
rate of 8.50% and more than sufficient to offset these expenses in their
entirety).

Please call with any questions.

Thanks again everyone.


Phil,
 I have reviewed the confirmation letter and have made several small
changes.  I believe that I sent you hard copies, however, if you don't
receive them, please print two of the attached.


Bev asked me to send you all a thank you note for the thoughtful and beautiful flowers.

She also wanted to let you know that she has another surgery scheduled for this Thursday, which will keep her out of the office for another week or so.

We will keep you posted and thanks again.

-Heather Taylor
Lang, Hansen, O'Malley & Miller