Dear officers,

    We have been approached by Hines, our building landlord, asking us if we
would consider moving.  Cinergy -- the only other tenant on our floor, have
asked for our space.  Our lease runs through to April 2002, for 2455 square
feet of space.  Hines noted that all moving expenses (upwards of $50,000)
would be covered.  In addition, they indicated our lease might be extended to
the end of 2004 at our current rate of $6.00 base per square foot and $8.50
add on for utilities and maintenance per square foot, for a total of $14.50
per square foot.  This is an advantageous rate as it was negotiated prior to
downtown becoming so populated.  We confirmed with commercial real estate
agents that average rates for downtown space "A Buildings" now are
considerably higher, in the neighborhood of $22 to $30 per square foot and
more if we were located in the Galleria area.  Our building is considered an
"A Building."

    There is other space in the building that is better laid out, and would
accommodate expansion, if needed.  We are still in the discussion stages --
but it looks like a financially favorable arrangement if everything can be
worked out.  We would be able to move over a weekend, have little or no
disruption of service, maintain the same phone numbers, still be in the same
building -- have more possibilities for expansion if needed, and maintain the
same low rate for a longer period of time.  The space they have offered is
2500 square feet but at our current monthly rental rates.

    We should be able to sublease the space with little difficulty, in the
event a new organization comes into being and our location and office is not
appropriate for the new organization.  Looks like lots of advantages and very
few risks.

    If we stay where we are, our lease runs out in April 2002 in which event
we will probably be required to move and we will spend upwards of $50,000 to
make such a move and be faced with higher per square foot rental costs.
Meanwhile, Cinergy is planning to reconstruct our floor and our office will
be in the middle of construction activity for some time.

    The conversations are in the early stages, and I'll keep you informed as
they go. Let me know if you have any concerns with  this approach.

Best Regards,  Rae


Attached for your review, please find initial drafts of the following
documents in connection with the above-referenced transactions:

Wind River:

1.  Consent to Assignment to be executed by Barclays Bank PLC which reflects
the consent of Barclays to the assignment by Enron Corp. of the Sponsor
Guarantee.

2. Release Agreement to be executed by Lost Creek and ENA which reflects Lost
Creek's release of ENA under the Firm Gathering Agreement.

Powder River:

3. Omnibus Consent to be executed by BankBoston, N.A. and Credit Lyonnais
which approves the assignment by Enron Corp. of the Sponsor Guarantee and the
termination of the ENA Consent to Assignment.

4. Termination of Consent to Assignment to be executed by BankBoston, N.A.
and ENA which terminates the ENA Consent to Assignment.

5. Release Agreement to be executed by Fort Union and ENA which reflects Fort
Union's release of ENA under the Firm Gathering Agreement.

Should you have any comments or questions regarding any of the attached
documents, please do not hesitate to call me at 713-220-4124.

Jason Peters

 - Consentt.DOC
 - Consentt.DOC
 - Terminat.DOC
 - MutualRe.DOC
 - MutualRe.DOC


Attached please find Sept's Government Affairs report.

If you would like to discuss, please let me know.

Thanks,

Jim


With the Holiday Season and a New Year upon us, I would like to take this
opportunity to thank each of you for the contributions you,ve made this year
to the success of Enron Transportation Services Company and Enron.  Your hard
work and dedication continue to add value across the Enron organization.

I hope that you and your family have a Happy Holiday and a safe New Year.


Please review the changes to our confirmation.  It is my understanding the
intent of the changes are to clearify that the option is "Daily" and settles
"Monthly".

Once received & reviewed please contact me at X31930

mb
 -----Original Message-----
From:  "Forte, Michael" <FORTEM@coned.com>@ENRON
[mailto:IMCEANOTES-+22Forte+2C+20Michael+22+20+3CFORTEM+40coned+2Ecom+3E+40ENR
ON@ENRON.com]
Sent: Monday, April 23, 2001 12:28 PM
To: Brown, Michael
Subject: FW: ena/ce collar

   Michael,

 Please let me know whether the our revised version is acceptable to
you.

>  <<ENA-CE Collar Confirm (4-23).doc>>
>
Thank you and have a great day!
Michael

 - ENA-CE Collar Confirm (4-23).doc


The first quarter of 2001 was a record quarter for the performance of the
businesses under the Enron Global Markets group.  We posted a gross margin
number of $100 million for the first quarter.  This represents a 38% increase
in gross margin after a very successful Q1 of 2000.  When combined with
outstanding results posted in December of 2000, EGM has contributed over $187
million to the Wholesale group in the last 4 months.  This was due to
tremendous contributions from each business group.

In order to keep the momentum going and to facilitate more growth, the
following changes and additions have been made within the organization.

Crude and Products group
Mid-marketing
Bill Berkeland has joined the group and is responsible for creating a focused
mid-marketing function specifically within this group.  Fred Lagrasta is
responsible for mid-marketing for Enron Americas and still maintains some
responsibility for various contacts and deal flow as well.  The purpose of
this group is to be very focused in the development of crude and product
specific products and services.  This group reports to Randy Maffett.

Origination
In order to manage the increased origination opportunities around the world,
the Origination group has been changed in order to insure that the proper
focus is placed on these opportunities and to manage its wide scope.  Doug
Friedman will lead our NGL and Petchem origination efforts reporting to John
Nowlan.  Joining Doug will be Rick Cantrell recently hired from Union
Carbide.  The global crude and products origination group has added Randy O,
Conner from Red Meteor, who has extensive experience in these markets.  Both
Randy and Doug Leach,s growing fuels origination group will report to Randy
Maffett.

Trading
Lee Jackson will assume the role of U.S. NGL,s lead financial trader,
supported by Chad South.  The petchem and plastic trading businesses have
been reorganized under Stuart Bland.  Alan Engberg will be responsible for
plastics trading in the Americas.

Shipping
Scott Moncrieff will assume responsibility of our global shipping network
related to crude and products.  Scott will be charged with expanding all
aspects of the shipping portfolio taking advantage of our growing presence in
these markets and the successes we have had marketing shipping on line.

Weather
The weather group under Mark Tawney,s direction is expanding its efforts
around the world.  Europe will have an expanded focus and the London office
will focus on new opportunities in Europe.  Paul Murray has joined Enron from
Castlebridge Partners and will be moving to London to develop and expand the
continental opportunities.  Ross McIntyre, currently based in London, will
report to Paul.  Bill Windle has joined the weather group and has
responsibility for origination activities for North America.  Bill,s most
recent assignment has been in the EBS organization.  The Oslo weather office
managed by Thor Lien will have responsibility for Scandinavia weather
activities.  In addition, employees are being added in the Australia and
Japan regions.  We are now making markets in 32 cities around the world on
EnronOnline.

Coal
Mark Schroeder has joined the coal group and is responsible for origination
activities with generators in the U.S.  Mark,s most recent assignment was as
the head of all regulatory activities for Enron Europe, Japan and Australia.

Enron Japan
The momentum of power deregulation process has slowed in Japan.  The decision
has been made to scale back the wholesale power activities.   Joe Hirl,
President and CEO of Enron Japan, will now report into the EGM organization.
Joe will maintain his direct responsibility of the office and will be
increasing his focus on the business lines within EGM.  All of these products
have high growth potential in both the near and long-term and he will
coordinate and help implement with all the business lines and their
activities.

LNG
LNG continues to expand with the vision to increase the number of
transactions and create a portfolio of assets and contractual access around
the world.  Jonathan Whitehead has joined the LNG group and has
responsibility for all trading and shipping activities.

Neal Gerstandt, previously an independent energy consultant,  Jared Kaiser,
from Enron Americas - East Gas Desk, and Kurt Lindahl, from Enron Global
Assets, have also joined the LNG group with responsibilities in the area of
origination in the Western Region.

Enron Freight Markets
EFM has concluded over 2,000 transactions in its first two months.  Chris
Kravas continues to focus on building the spot trading and mid-market
capabilities that will enable it to be the dominant player in its market, and
has hired four new traders in the last two weeks.  Kellie Metcalf, from EBS,
has joined Shawn Cumberland's origination effort, and Deirdre McCaffrey, from
Gas Structuring and Mid-Market, has joined Matt Arnold's forward trading
group focusing on diesel products.

Global Risk Markets
David Hoog joined Enron from Ace Insurance in December 2000 and has quickly
built a team of people specialized in trading unit contingent power price
call options, a hybrid insurance derivative product. Drawing on Ace and Enron
resources, this team is based in New York and includes Alex Tartakovski and
Larry Marcus from Ace, as well as Joana Bekerman and Tony Chang who recently
moved to New York from Houston. Their first transaction closed just 3 months
after startup.

Brad Blesie will be moving to London in June to establish a base of operation
for GRM and expand our insurance derivative activities into the European
market place. Among the opportunities he is currently exploring are
contingent call options applied to shipping and charter rates, trading
insolvent insurance claims, and combining North Sea oil and gas VPP risk with
decommissioning insurance.

In April this year, EGM established a hedge fund origination effort in New
York reporting to Per Sekse and led by Russell Dyk who recently moved to New
York from LNG in Houston. Russell is responsible for expanding our commodity
trading relationship with hedge funds to include crude oil, products, liquids
and other commodities traded by EGM. Joining Russell in this effort is
Stephen Plauche, who comes to us from Enron Americas, power trading desk.

Financial Trading
Elsa Piekielniak has assumed responsibility for Enron,s developing
agriculture business.  Billy Lemmons has changed groups and now runs the
Analyst and Associate program for Enron Corp.

Please congratulate everyone on their new assignment and we look forward to
the continued growth in all the EGM businesses.


is proud to announce its newest industry basics web-based training course...

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Electricity is the power we all rely on. Learn how the power gets to you. Meg O'Watt, utility spokesperson, is ready to explain the mysteries of electricity and the basics of the power industry so you'll appreciate what happens when you flip the switch.

Additional Power Industry courses (click the course title for the summary) include:

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For more information please:
email - info@princetonlive.com
tel - USA (609) 520-9099 ext. 131
UK +44 1865 250 521

PrincetonLive.com is the blue level of  The Oxford Princeton Programme

You are receiving this e-mail as a past delegate or contact of PrincetonLive.com. If you would rather not receive e-mail updates in the future or have any questions, please respond to: news@oxfordprinceton.com


Chris,  Attached is the info I have on this deal.  My contact info is:

Gerald Nemec
Enron North America Corp.
1400 Smith St. (EB3874A)
Houston, TX 77002

 -----Original Message-----
From: 	Higgins, Ned
Sent:	Friday, October 26, 2001 5:15 PM
To:	Nemec, Gerald
Subject:	Comm Ed. Opinion

Gerald, the ILL. atty. Chris Hilgert referred to is Chris Townsend -His number is 312-368-4039. The specific question is: can we utilize Com Ed for E service at Nicor's "Troy Grove" Facility? (Located near Troy Grove, ILL- approx 10 Miles North of the Town of La Salle, ILL) The Com Ed substation we would like to have power delivered at is approx 7 Miles N. of the facility near the town of Mendota, ILL.

Notes: 1) Nicor does not currently have an ILL Power service drop.(They are totally self gen.)
           2) We would build line up to Com Ed and buy at the substation.


This PhotoMailc link has been e-mailed to you from Matthew R Gillaspie
compliments of PhotoWorks.com.  To view the photo(s), please click on the
link below.
http://photomail.photoworks.com/sharing/album.asp?Key=4843169627200701

Here's my pics from Espana -- I'll have original copies on the way to Eric &
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If your e-mail program does not support hyperlinks, simply copy and paste the
link into your browser. If you have any comments or questions please contact
us at info@PhotoWorks.com, or call us toll free at 1-800-PhotoWorks.

 - Photo.url


Kay,  FYI.  I didn't see you on the distribution.

Taffy Milligan
Sr. Admin Assistant
EWS-Legal
Tele: 713-345-7373
Fax:  713-646-6058

----- Forwarded by Taffy Milligan/HOU/ECT on 05/24/2001 12:15 PM -----

	Lisa Zarsky/ENRON@enronXgate
	05/24/2001 11:09 AM

		 To: Greg Krause/ENRON@enronXgate, Raimund Grube/ENRON@enronXgate, Bob
Greene/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lea Sooter/ENRON@enronXgate, Dave
Kellermeyer/ENRON@enronXgate, Barbara Rose/ENRON@enronXgate, Steven
Rose/ENRON@enronXgate,
White@/O=ENRON/OU=NA/CN=RECIPIENTS/CN=JWHITE7@EX@enronXgate, Ann Elizabeth
White/HOU/ECT@ECT, barshk@gtlaw.com@SMTP@enronXgate,
redelstein@ensr.com@SMTP@enronXgate, cabrera@pbworld.com@SMTP@enronXgate,
aamloren@bellsouth.net@SMTP@enronXgate,
dellaward@mindspring.com@SMTP@enronXgate
		 cc: Taffy Milligan/HOU/ECT@ECT
		 Subject: Development of Certosa Holdings Project

Per Greg Krause's request I have scheduled the following Conference Call

* Please note the change

Date:  Friday, May 25th

RE: Development of Certosa Holdings Project

Time:  10:30 AM (Central Time) & 11:30 AM (Eastern Time)*

Dial-in # 1-800-991-9019

Pass code # 6958166#

If there are any questions or conflicts with the time change please feel free
to contact me at 713-853-4321.

Thank you,
Lisa Zarsky


---------------------- Forwarded by Sara Shackleton/HOU/ECT on 11/05/99 09:37
AM ---------------------------

	Enron North America Corp.

	From:  Patricia Cini                           11/01/99 09:07 AM

To: Susan Bailey/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT, Rodolfo Freyre@Enron
Subject: TGS SWAP - Almost there...

Susan-

Please fax or e-mail the first revised draft of the ISDA to Rodolfo.  I
believe that TGS is ready to execute this document except for a pending
question that they have concerning speculation.  I am not sure what the issue
is exactly for TGS in regards to speculation (see e-mails below), but I am
calling Rodolfo for clarification.

Also, do you know who could forward a sample copy of a confirmation to
Rodolfo as well??

Thank you,

Pat

---------------------- Forwarded by Patricia Cini/HOU/ECT on 11/01/99 09:02
AM ---------------------------
Rodolfo Freyre @ ENRON_DEVELOPMENT   10/29/99 10:28 AM

To: Patricia Cini@ECT
cc:
Subject: TGS SWAP - Almost there...

Pat,

Question: If you hedge something and then you do not produce (you do not back
up your production with your swap), so basically you are speculating, how
does that affect your financials??
TGS's lawyer will be back next Monday. I know you and Susan have worked on a
new ISDA (w/o the CSA). Could you forward that to me so I send it to TGS and
on Monday they have all the documents ready please?
TGS asked me if we could send them a model of a "confirmation ticket" to see
how it looks like. Also, I would like to see it as well, cause I never seen
one. I guess that you will put price, index, settlements and volumes.

Thanks,

Rolo
---------------------- Forwarded by Rodolfo Freyre/ENRON_DEVELOPMENT on
10/29/99 11:37 AM ---------------------------
Rodolfo Freyre   10/29/99 11:01 AM

To: Don Black/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Federico
Cerisoli/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jeff
Kabel/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Brian
Swinford/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Joe
Kishkill/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: TGS SWAP - Almost there...

I talked to Eduardo Pawluszek (TGS) this morning. So that everybody knows,
last week we quoted propane, butane and gasoline. Citibank and Goldman Sachs
have also quoted, but Enron came up with the best price. Eduardo told me he
is ready to go, but he is still trying to waiting for Marketing to define
volumes.
What the auditors are saying is that if TGS hedges 2,500 tons during one
month and they end up selling 0 tons, the hedge is now pure speculation. This
is the main problem Eduardo is having.   We need to communicate that the risk
on price over the next 14 months is far more that the risk of a slight
shortfall in delivery over the same time period.  Which is the greater
speculation??
On the ISDA, his lawyer will be arriving on Monday and we will keep on
working on the document next week.
Eduardo told me he is totally on board with this hedge  but he is trying to
convince Marketing to go for it (and it is giving him a hard time).

We are plannig to pre-pay this swap which, considering current financial
circumstances, would benefit TGS greatly.

Do we need to go higher up in the organization??

Thanks,

Jeff and Rolo


Sue,

Have you talked to your mom since last week?  I would like to visit with her by phone or email about what her views/opinions are of the local viewpoints of the WTC tragedy.  May I have her phone number and email address again?

Thanks, Kim.


The NYMEX calendar shows that West Option expire on 9/24 - Prebon may be
looking at the Futures expiry date. But it should be 9/24.

Kate

Evelyn Metoyer@ENRON
02/27/2001 08:21 AM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: error deal 531788

Matt Motley
deal 531788
Prebon shows expiration as 9/25 at 2:00 p.m.   Enpower has 9/24 at 2:00 p.m.

Can you check with Matt.

Thanks!


There's cake for Stephanie's birthday (11/24) outside her cubicle!

Holly Keiser
Enron Wholesale Services
Legal Department
Phone: 713-345-7893
Fax: 713-646-3490
Location: EB 3887
Holly.Keiser@enron.com


----- Forwarded by Brent Hendry/NA/Enron on 12/04/2000 03:54 PM -----

	"Marcelo Armas M." <marmas@philippi.cl>
	08/30/2000 02:04 PM

		 To: <Brent.Hendry@enron.com>
		 cc:
		 Subject: RE: Internet trading

Brent,

I was under the impression that this memo had been sent last week. I
apologize for the confusion. Please contact me for any questions you may
have.

Regards,

Marcelo

-----Mensaje original-----
De: Brent.Hendry@enron.com <Brent.Hendry@enron.com>
Para: Marcelo Armas M. <marmas@philippi.cl>
Fecha: Martes, 29 de Agosto de 2000 12:25 p.m.
Asunto: Re: Internet trading

>
>Marcelo,
>
>Have you had a chance to finalize your review of the ISDA agreement and
>legal survey?  Please let me know if you have any questions regarding the
>materials.
>
>Regards,
>
>Brent
>
>
>
>
>
>

 - Memo Internet final.doc


I was successful shopping for Jim on-line at B&N and Territory Ahead.  Mum,
only the book will be shipped to your house; I was on autopilot and typed in
my work address for the other.  (Really missed the boat on tennis clothes.
You have to act early.  Today I saw one of the Met pros leaving with his
catalog to order FALL 2000 Nike stuff!)  Karin, I am probably going to make a
stop at Macy's or Neiman's makeup counter at some point so I could pick up
the Estee Lauder for MeeMaw* if you know the shade.

Bill's b-day is today; if you want to send a message his e-mail is
75261.151@compuserve.com.

That's all this elf knows.

* new trendy spelling with capital letter within the word


According to measurement, there is flow of 7,394 in 8/98, however, there is
nothing to indicate this is gas that was received on HPL in OSS.   I checked
MIPs and there is a measurement statement that supports the flow rate of
7,394 MMBTu.

Daren is there a deal in CPR which may not have fed over to OSS?

Thanks, Stella


this is garbled obviously.
Lisa J. Mellencamp
Enron North America Corp. - Legal
1400 Smith St.
Houston, TX  77002
Tel:  (713) 853-7986
Fax: (713) 646-3393
E-mail:  Lisa.Mellencamp@enron.com
----- Forwarded by Lisa Mellencamp/HOU/ECT on 06/06/2001 11:22 AM -----

	AMarks@milbank.com
	06/01/2001 08:36 PM

		 To: awirum@pillsburywinthrop.com, fallon_annamarie@jpmorgan.com,
alafaire@exchange.ml.com, byoung@llgm.com, bgreene2@mail.state.tn.us,
bholman@whitecase.com, bkrakauer@sidley.com, fishbcr@whitecase.com,
ceklund@llgm.com, clara.strand@bankofamerica.com, dan.faltermeier@dynegy.com,
david.adante@davey.com, dnelsen@gwfpower.com,
elizabeth.h.baird@bankofamerica.com, lengel@brobeck.com, gbush@bankofny.com,
grant_kolling@city.palo-alto.ca.us, gbaer@pillsburywinthrop.com,
jostevenson@bankofny.com, jlhuemoe@llgm.com, jwhite@brobeck.com,
jbloom@whitecase.com, jpiassick@kilpatrickstockton.com,
john.c.herbert@dynegy.com, jklauber@llgm.com, jeisenberg@exchange.ml.com,
juhase_kathleen@jpmorgan.com, kcoleman@gibsondunn.com, ksmith@deltapower.com,
krussak@pillsburywinthrop.com, lisa.mellencamp@enron.com,
michael.tribolet@enron.com, mlurie@exchange.ml.com, mahrens@smrh.com,
mhindus@pillsburywinthrop.com, nmillard@whitecase.com,
toth_norma@jpmorgan.com, pwarden@pillsburywinthrop.com,
rriecker@gibsondunn.com, robert_b._lynch@chase.com, rblum@thelenreid.com,
rkampfner@brobeck.com, srahman@deltapower.com, tponsford@smrh.com,
tpatters@sidley.com, tmilne@mail.state.tn.us, wevanoff@sidley.com,
bliden@rogersassoc.com, ccarter@rogersassoc.com, daney@rogersassoc.com,
mklink@rogersassoc.com, rrogers@rogersassoc.com,
sfischer-holmes@rogersassoc.com, allison.m.young@us.pwcglobal.com,
gerald.keenan@us.pwcglobal.com, james.drzemiecki@us.pwcglobal.com,
jwilson@saybrook.net, jschotz@saybrook.net, jrosenthal@saybrook.net,
jthomas@saybrook.net, freddie.reiss@us.pwcglobal.com,
margery.a.neis@us.pwcglobal.com, michael.hamilton@us.pwcglobal.com,
mjhamilt@bellatlantic.net, rocky.ho@us.pwcglobal.com,
tom.lumsden@us.pwcglobal.com
		 cc: RMoore@milbank.com, EFeo@milbank.com, PAronzon@milbank.com
		 Subject: News update re today's Trading Motion Hearing

The following article is from this afternoon's AP newswire:

Energy wholesalers on PG&E committee accused of conflict

Updated: June 1, 2001 - 2:26 p.m.
SAN FRANCISCO -- Two of the same energy wholesalers accused of driving
Pacific Gas and Electric Co. into bankruptcy with high power prices asked a
federal bankruptcy judge Friday to let them keep selling electricity to the
utility.

Critics say that could result in higher bills for ratepayers and less money
for the rest of PG&E's creditors to share, if the wholesalers' high prices
keep whittling away at the utility's remaining money.

"We certainly don't believe they should get a safe harbor order so that they
can do what they've done in the past," said Irving Sulmeyer, an attorney
representing the city and county of San Francisco.

Houston-based Enron Corp. and Dynegy Inc., like other power wholesalers, have
denied gouging Californians on the price they pay for power.

On Friday, the two companies asked U.S. Bankruptcy Judge Dennis Montali to
let them keep selling electricity to PG&E's customers via the state
Department of Water Resources, which has bought electricity on PG&E's behalf
since January.

Dynegy and Enron sit on the 11-member creditors committee that will play a
huge role in how PG&E's fortunes are divided among the more than 50,000
banks, energy companies and cities to whom the utility owes money.

The "safe harbor" would shield them from conflict of interest accusations.
The committee members would be honor-bound not to share information with any
branches of their companies able to profit from it.

"They want to be absolved in advance," Sulmeyer said. "What are they so
concerned about if they're not doing anything wrong?"

Robert Moore, an attorney representing the voluntary creditors committee,
said other committee members such as Bank of America and Merrill Lynch also
are requesting safe harbors so they can continue trading stock and remain
members.

"At least four members of the committee would have to resign without it,"
Moore told the judge.

Montali asked each committee member to file a declaration with the court
requesting to trade either commodities (electricity) or securities (stock),
and scheduled another hearing on the issue for June 12.

-- Associated Press

______________________________
Allan T. Marks
Milbank, Tweed, Hadley & McCloy LLP
email:? amarks@milbank.com
website:? www.milbank.com?
(213) 892-4376 (L.A. telephone)
(212) 530-5312 (N.Y. telephone)
(213) 892-4739 (L.A. direct fax)
(213) 629-5063 (L.A. main fax)????????????????

 <<...>>

This e-mail message may contain legally privileged and/or confidential
information. If you are not the intended recipient(s), or the employee
or agent responsible for delivery of this message to the intended
recipient(s), you are hereby notified that any dissemination,
distribution or copying of this e-mail message is strictly prohibited.
If you have received this message in error, please immediately notify
the sender and delete this e-mail message from your computer.


----- Forwarded by Jeff Dasovich/NA/Enron on 07/25/2001 12:21 PM -----

	JBennett <JBennett@GMSSR.com>
	07/25/2001 11:59 AM

		 To: "Harry Kingerski (E-mail)" <Harry.Kingerski@enron.com>, "Jeff Dasovich
(E-mail)" <jdasovic@enron.com>, "Jim Steffes (E-mail)"
<James_D_Steffes@enron.com>, "Sue Mara (E-mail)" <smara@enron.com>
		 cc:
		 Subject: FW: Joint ACR Regarding DWR's Revenue Requirement And July 27, 20
01 Workshop

Attached is an Assigned Commissioner's Ruling issued yesterday by
Commissioners Lynch and Brown soliciting comments on the Revenue Requirement
submitted by DWR on July 23rd.

The revenue requirement is increased from the $9.2 billion submitted in May
to $13.072 billion, but covers a longer period of time (the period of
January 17, 2001 through December 31, 2002).  The revenue requirement is
expected to pay for 118,930 GWh of power.  The revenue requirement is
divided among the three UDCs as follows (1) PG&E = $5.2 billion; (2) SCE =
$5.8 billion; and (3) SDG&E = $2.1 billion. The revenue requirement was
divided among the three UDCs based on a uniform cost per MWh of net short
energy purchased by DWR.  The bond proceeds will be applied in a manner to
supplement the revenue from the customers to DWR such that the net revenue
requirement falls within the retail rate adjustments adopted by the CPUC for
PG&E and SCE (i.e., the three cents), and assumes a comparable rate
adjustment for SDG&E

The ACR asks for comments on the revenue requirement submitted by DWR,
particularly in the areas of (a) the relationship between the UDCs retained
generation revenue requirement and the DWR revenue requirement ; and (b)
DWR's request for the establishment of "specific charges payable to DWR for
the power sold by DWR to retail end use customers" (e.g., should this be in
a form of separate rate element or in the form of a gross revenue amount to
be derived from rates).

The ACR also requests more information from DWR.  Specifically it requests
information on (a) the revenue DWR has already received from the UDCs; (2)
how the revenue requirement for ancillary services was calculated; (c) more
specifics on Operating Costs; and (4) a numerical illustration of the
derivation of the 1.65 cents per kWh as representing the average portion of
the 3 cent rate increase that DWR needs to generate its $13 billion revenue
requirement (a figure that was apparently reported in the press).  DWR is
suppose to serve this information on the Commission and parties to the
proceeding by Thursday the 26th.

There will be a technical workshop held on Friday the 27th to address DWR's
revenue requirement.

It is the Commission's intent after the receipt and review of comments to
issue a PD and to vote on the revenue requirement at its August 23rd
meeting.

Please let me know as soon as possible if you would like to submit comments
on the revenue requirement or have me attend the workshop.

Jeanne Bennett

-----Original Message-----
From: Wong, John S. [mailto:jsw@cpuc.ca.gov]
Sent: Tuesday, July 24, 2001 5:24 PM

Subject: Joint ACR Regarding DWR's Revenue Requirement And July 27, 2001 W
orkshop

Attached is an advance draft of a joint assigned Commissioners' ruling
asking parties to comment on DWR's revised revenue requirement by August 3,
2001, asking for additional information from DWR, and setting a workshop for
July 27, 2001 at 9:00 am at the Commission to discuss the revenue
requirement assumptions with representatives from DWR.

Due to computer difficulties, this ruling will be filed with the Docket
Office tomorrow, July 25.

<<joint ACR.doc>>

John S. Wong
CPUC - ALJ
(415) 703-3130

 - joint ACR.doc


FYI.

Best,
Jeff
----- Forwarded by Jeff Dasovich/NA/Enron on 02/25/2001 03:33 PM -----

	Tom Riley/Western Region/The Bentley Company@Exchange
	Sent by: Michele Curtis/Western Region/The Bentley Company@Exchange
	02/23/2001 08:12 PM

		 To: Marty Sunde/HOU/EES@EES, Dan Leff/HOU/EES@EES, Vicki Sharp/HOU/EES@EES,
Mike D Smith/HOU/EES@EES, Scott Gahn/HOU/EES@EES, Dennis
Benevides/HOU/EES@EES, Eric Melvin/HOU/EES@EES, Maureen Palmer/HOU/EES@EES,
Wanda Curry/HOU/EES@EES, wanda.curry/HOU/EES@EES, Evan Hughes/HOU/EES@EES,
msmith7043@houton.rr.com@SMTP@Exchange, Jeff Dasovich/NA/Enron@Enron, Tom
Riley/Western Region/The Bentley Company@Exchange
		 cc:
		 Subject: UC/CSU

Attorney/Client Privileged Information

Summary of our follow-on discussion with UC/CSU Friday afternoon (Tom/Dennis
from Enron):
1.  UC/CSU's goal is to reach agreement on the interim solution by the end of
next week (Friday, 3/2)
2.  UC/CSU would like draft language memorializing the structure contemplated
below by COB Monday, 2/26, and asked what our proposed form of agreement
would be (letter agreement, amendment).  Their preference is the first and
expressed concern that if the draft had too many legal terms and/or was too
one-sided, that it would be unrealistic to expect approval by Friday.  I have
since spoken to Mike and I will propose to UC/CSU that we get them a term
sheet on Monday for discussion, with the intent of wrapping the terms into a
letter agreement of a couple pages.
3.  UC/CSU is considering underwriting the risk they would be absorbing
through the interim agreement.
4.  It is both our expectations that during the interim period we would gain
some clarity on the legislative/regulatory landscape such that we could begin
working on a long-term solution.
5.  If we don't reach a long-term solution, we would flip back to the terms
of the existing contract, and are back to the existing issues.
6.  We reinforced the highly confidential nature of these discussions.
Commercial terms
? Intent is to offer an intermediate solution to mediate UC/CSU's concern of
potential long-term consequences (loss of direct access rights preventing
them from gaining financial benefits) due to status as a bundled utility
customer.  Want time for landscape to solidify so we can agree on a long term
solution that would retain them as a direct access customer or a synthetic
version of that (i.e., they still receive the benefits).
? Enron would re-DASR accounts, assuming the following:
? UC/CSU assume liabilities from February 1, 2001 through end of term of
interim agreement, resulting from that action.
? Term to be 90 days, with the option to extend upon the mutual agreement of
both parties.
? Calculation methodology of the liability:  Spot market price minus the
prevailing bundled utility rate plus load shaping costs (Dennis - please
provide the methodology.  Also, what about A/R risk, treatment of
surcharges?).
? Exposure is calculated ex-post (i.e., we will not agree to an amount,
capped or fixed, at the outset).  They want an estimation of the potential
exposure, so we need to make sure we have proper protection that does not
bind us to that estimation. (Alternatively, we can provide them this
estimation outside the agreement, with the same caveats).
? Agree during interim period to work together (good faith effort) to
mitigate the exposure of the liability.
? UC/CSU assumes risk that should we be barred from re-de-DASRing at the end
of the term (due to legislative, regulatory or other actions or
circumstances), UC/CSU would assume this exposure as well.  They countered
with a suggestion for our consideration that such an occurrence be treated as
a force majure event with the affect of terminating the contract.  (This
seems counter-intuitive to me to their desire to remain a direct access
customer - see concern below).
? This was not discussed, but term should include a provision for
confidentiality.
Concern:
It is somewhat disconcerting they have asked for and are considering this
proposal.  They are absorbing our risk, which we shared to be a very large
number ($100M+ over the remaining contract term).  They also did not want to
discuss their regulatory concerns, and enter into a discussion with Dasovich
regarding these.  These points lead me to believe that perhaps they know
something we don't.  Just a consideration for our call Saturday.
Tom

From: Tom Riley/Western Region/The Bentley Company@Exchange@Exchange on
02/23/2001 03:56 PM
To: Marty Sunde/HOU/EES@EES, Dan Leff/HOU/EES@EES, Vicki Sharp/HOU/EES@EES,
Mike D Smith/HOU/EES@EES, Scott Gahn/HOU/EES@EES, Eric Melvin/HOU/EES@EES,
Maureen Palmer/HOU/EES@EES, Wanda Curry/HOU/EES@EES, Evan Hughes/HOU/EES@EES,
Dennis Benevides/HOU/EES@EES
cc: Don Black/HOU/EES@EES, Neil Bresnan/HOU/EES@EES
Subject:

We had a cordial and outside the box discussion with UC/CSU today.

On the call, UC/CSU expressed a concern that in light of the uncertain and
rapidly evolving regulatory and legislative landscape, they do not feel it to
be prudent for them to consider our long-term proposed solutions.  They were
intrigued by our offers and we will take them up at a later date.  In the
meantime, they are proposing we price a short term deal.  This will buy them
re-DASR status until the end of the current uncertain situation.

Proposed Structure:

Enron to temporarily Re-DASR UC/CSU accounts.  UC/CSU liable for any
additional costs incurred by Enron as a result of that action.  Such costs
may include, but not be limited to the following: account receivable risks,
difference between spot market price and utility bundled rate, exposure to
changes in calculation of PX credit applicable to direct access providers (as
compared to spot market purchase price), load shaping costs to follow
customer hourly load without availability of the PX.

Assumptions:

? Enron has sole option to return accounts to De-DASR status at end of term.
? UC/CSU assumes risk should this action be blocked by law, regulation, or
3rd party action.
? Enron retains right in contract to choose source of electricity supply for
duration of existing contract term.
? Enron will work with UC/CSU to mitigate liability exposure (i.e., consider
entering into purchase agreement with utilities, etc.).

Potential liability during term (notional):  $_____ (60 day term);   $____(90
day term)

Potential liability at end of term if Enron is unable to return accounts to
utility supply status at end of term due to potential legislative,
regulatory, or other action or circumstance (notional):   $_____ (assuming 60
day term);   $____(assuming 90 day term)

It is envisioned that during this short term period that the regulatory and
legislative landscape will become clearer, allowing both parties to better
understand their exposure through the term of the contract and beyond.  Once
this clarity is achieved, it is agreed both parties will meet to discuss long
term solutions meeting the needs of both parties.

Please comment with concerns, ideas immediately as we will be back on the
phone with them shortly.

Thank you.

Tom


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For those that have not seen this analysis, attached please find a note from
Mary Schoen detailing the serious physical shortage problems that may occur
this Summer in CA.

Jim

----- Forwarded by James D Steffes/NA/Enron on 02/26/2001 08:51 AM -----

	Mary Schoen
	02/22/2001 02:55 PM

		 To: Neil Bresnan/HOU/EES@EES, Alan Comnes/PDX/ECT@ECT, Jubran
Whalan/HOU/EES@EES, Kristin Walsh/HOU/ECT@ECT, Clayton Seigle/HOU/ECT@ECT,
Jeffrey Keeler/Corp/Enron@ENRON, James D Steffes/NA/Enron@Enron, Harry
Kingerski/NA/Enron@Enron, Richard Shapiro/NA/Enron@Enron, Janel
Guerrero/Corp/Enron@Enron, Jeff Dasovich/NA/Enron@Enron, Sandra
McCubbin/NA/Enron@Enron, Susan J Mara/NA/Enron@ENRON, Paul Kaufman/PDX/ECT@ECT
		 cc:
		 Subject: CA Supply Realities

Attached is a memo comparing the CEC's forecasted supply and a more realistic
look at what additional resources might be available this summer.

The bottom line is that:

1.  The CEC significantly underestimates the outages that may occur this
summer.  They estimate in their 5,000 MW supply deficit for the summer that
expected outages will be around 3,000MW.  However, November and December saw
significantly higher outage levels.  (7,265 MWs) The FERC has investigated
these outages and found no improprieties- just that the plants are overtaxed
from running at higher than normal capacities.

2.  There are a lot of uncertainties surrounding the 1,244 MWs of projected
supply from rerating/restarting existing thermal and renewable projects.  It
is very unclear how much of this will be able to come on line by this summer,
if at all.  As evidenced by the e-mail I sent out this morning, local
communities may be very opposed to restarting shut down units.  In addition,
these units are likely to be uneconomical.

3.  In the existing resource pool, there are roughly 1,430 MWs of peaking or
other generation units that are running up against their operating hour
limitations from air quality regulations.  The Governor has ordered the local
air quality districts to address these restrictions,  We are beginning to
seem some movement; however, the US EPA has yet to weigh in on these relaxed
standards.

4.  The distributed generation/back-up generation capacity to make up some of
the shortfall is still an unknown.  While there has been some relaxing of the
limitations on run hours for back-up generation at "essential public
services" the increase in DG is expected from "clean" sources, not diesel
emergency generators.

5.  The CEC is doing everything it can to get 50+ MW peaking units on-line by
this summer.  They are promising a 21-day permit application approval process
and are offering to pay half of the cost of offsets, for "clean" sources of
generation in critical areas.

Please let me know if you have any questions or need additional information.

CEC's Summer Forecasted Peak Demand - Resource Balance:

List of Peakers running into their operating hour limitations:

Also available in hard copy format only:
(please e-mail me your fax number if you'd like a copy)

Table 1:  Fully Executed CA ISO Summer Reliability Agreements (the ISO
Peaking Facilities)
Table 2:  Summer 2001 Supply Options - Renewables Construction Status Summary
Table 3:  Summer 2001 Supply Options - Rerate of Non-CEC Projects
Table 4:  Summer 2001 Supply Options - CEC Rerate Status Summary
Table 5:  Idle Biomass Plants Potentially Capable of Restart
Mary Schoen
Environmental Strategies
Enron Corp
713-345-7422