----- Forwarded by Richard B Sanders/HOU/ECT on 11/29/2000 11:13 AM -----

	Mark Palmer@ENRON
	11/29/2000 10:56 AM

		 To: Richard Shapiro/HOU/EES@EES, Steven J Kean/NA/Enron@Enron, Jeff
Dasovich/NA/Enron@Enron, Richard B Sanders/HOU/ECT@ECT, Paul
Kaufman/PDX/ECT@ECT
		 cc:
		 Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today

Here's the suit filed against the generators.  Reporter says our suit will
look the same.

Mark
----- Forwarded by Mark Palmer/Corp/Enron on 11/29/2000 10:53 AM -----

	"Leopold, Jason" <Jason.Leopold@dowjones.com>
	11/29/2000 10:47 AM

		 To: "'Mark.Palmer@enron.com'" <Mark.Palmer@enron.com>
		 cc:
		 Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today

James C. Krause, Esq., SBN 066478
Ralph B. Kalfayan, Esq., SBN 133464
Patrick N. Keegan, Esq., SBN 167698
Stephen W. Poirier, Esq. SBN 200868
KRAUSE & KALFAYAN
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 232-4019

Attorneys for Plaintiff
(Additional Counsel on Signature Page)

 SUPERIOR COURT OF THE STATE OF CALIFORNIA

 FOR THE COUNTY OF SAN DIEGO

PAMELA R. GORDON, on behalf of ) Case No.
herself and all others similarly situated, )
       ) CLASS ACTION
COMPLAINT FOR
) VIOLATIONS OF CALIFORNIA
Plaintiff,  ) BUSINESS AND PROFESSIONS CODE
) oo16720, ET SEQ. AND oo17200 ET SEQ.
vs.     ) ANTITRUST and UNFAIR
BUSINESS
) PRACTICES
RELIANT ENERGY, INC.; SOUTHERN )
COMPANY; NRG ENERGY; DYNEGY,  )
INC.; AES CORPORATION; WILLIAMS )
ENERGY; DUKE ENERGY NORTH )
AMERICA; and  DOES 1 through 100,  )
Inclusive     )
)
Defendants.  )
___________________________________  )

  TABLE OF CONTENTS

I. NATURE OF THE CASE 1

II. VENUE 2

III. PARTIES 2

IV. CLASS ACTION ALLEGATIONS 5

V. COMMON ALLEGATIONS OF FACT 6

A. The California Wholesale Electricity Markets 6

B. Defendants' Improper Acts 8

C. Results of Defendants' Activities 13

FIRST CAUSE OF ACTION 15
Violation of Sections 16720 and 16726 of the California Business and
Professions
Code Trust In Restraint of Trade or Commerce in Violation of the Antitrust
Act
SECOND CAUSE OF ACTION 18
For Violations of the Unfair Trade Practices Act Based Upon Violations of
the
Antitrust Act

THIRD CAUSE OF ACTION 19
For Violations of the Unfair Trade Practices Act Based Upon Defendants'
Unfair Business Acts and Practices

FOURTH CAUSE OF ACTION 20
Violations of the Consumers Legal Remedies Act

VI. PRAYER FOR RELIEF 21

 Plaintiff hereby alleges on information and belief based upon the
investigation made by and through her attorneys, as follows:
 I.
 NATURE OF THE CASE

1. This is a class action seeking redress under the law of California
for defendants' conduct in the market for wholesale electricity.  During the
spring and summer of 2000, a group of electricity generators and traders,
including defendants, exercising market power, unlawfully manipulated the
California wholesale electricity market, resulting in grossly inflated
wholesale electricity prices throughout the state and much of the Western
United States. Defendants accomplished this result by, inter alia,
improperly using confidential real time generator capacity, use, and
maintenance data, and transmission system flow data to "game" the wholesale
electricity market, by withholding electrical generating capacity from the
California Power Exchange's forward markets, by improperly parking power
with affiliates in other states which was later resold in California at
inflated rates, by scheduling previously unplanned plant outages to coincide
with other plants' planned maintenance shutdowns, and by scheduling
transmission flows to cause or exacerbate congestion.
2. The improper use of confidential real time data was in violation of
the California Tariff by which  defendants are authorized to sell wholesale
electricity within California.
3. By engaging in said unfair business practices, defendants have
directly and severely damaged purchasers of electricity supplied through the
California Power Exchange.  As noted in the August 30, 2000 San Diego Union
Tribune:  "The utility bills of all [electric] ratepayers in San Diego are
exorbitant. . . . Rates that were 3 cents per kilowatt hour have risen to 19
cents per kilowatt hour in just three months -- nothing short of
confiscatory rates."
 4. In its November 1, 2000 Order, the Federal Energy Regulatory
Commission ("FERC") expressly found that electricity prices in California
have been maintained at "unjust and unreasonable" levels during the relevant
period, though it determined that it did not have the authority to mandate
refunds or other retroactive relief with respect thereto.  In its November
22, 2000 response to the November 1st FERC order, the California Public
Utilities Commission (CPUC) concluded that due to market manipulation by
wholesale energy producers and traders, customers of electricity supplied
through the California Power Exchange had been overcharged more than $4
billion dollars during the summer of 2000.  In its November 22nd response to
the November 1st FERC order, even the California Independent System Operator
(CAISO) which manages California's transmission system infrastructure, known
as the "power grid", found that the summer 2000 prices resulted from the
exercise of intolerable levels of market power by generators and traders.
 II.
 VENUE

5. Venue is proper because defendants each transact business in the
State of California and because the damages caused by defendants' unlawful
manipulation of the price of wholesale electricity occurred in San Diego
County.
III.
 PARTIES

6. Plaintiff Pamela R. Gordon is an adult resident living in San Diego,
California.  Plaintiff Pamela R. Gordon is a retail electricity customer of
SDG&E, and has been forced to pay rates for electricity during the Class
Period (defined infra) that are unjust and unfair and that have been
artificially inflated by defendants' misconduct.  Moreover, plaintiff Pamela
R. Gordon was born with no lymph nodes in her legs which results in a lack
of circulation.  Exposure to high temperatures will cause plaintiff Pamela
R. Gordon's legs to swell, which can lead to possible severe health
consequences.  As a result of her condition, plaintiff Pamela R. Gordon must
maintain her home at temperatures of not more than 67 degrees at night and
71 degrees during the day.  Plaintiff Pamela R. Gordon is unable to
terminate her electricity service and has been forced to pay unjust and
unfair rates for electricity from SDG&E as a result of defendants'
misconduct.  Specifically, plaintiff Pamela R. Gordon was charged and/or
paid the following rates for electricity by SDG&E during the Class Period:
/ / /
/ / /
/ / /
/ / /

Dates
Total Electric Charges

5-26 to 6-27-00
$180.92

6-27 to 7-27-00
$226.67

7-28 to 8-28-00
$311.84

8-28 to 9-27-00
$143.48

9-27 to 10-26-00
$84.71

7. Plaintiff was charged less for electricity per kWh prior to the
Class Period and the inception of Defendants' wrongful conduct:

Dates
Total Electric Charges

3-29 to 4-27-00
$100.50

8. Defendant Reliant Energy (hereinafter "Reliant") is a Houston, Texas
based public corporation doing business in the state of California as
Reliant Energy Services.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Reliant operates five
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
9. Defendant Southern Company (hereinafter "Southern") is an Atlanta,
Georgia based public corporation doing business in the state of California
as Southern Energy, Inc.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Southern Energy operates six
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
10. Defendant Dynegy, Inc. (hereinafter "Dynegy") is a Houston, Texas
based public corporation doing business in the state of California as Dynegy
Marketing and Trade. It is a generator and trader of wholesale electricity
which is ultimately sold to California consumers, including plaintiff and
the class, and is a WSCC member.  Dynegy operates two electricity generating
power plants in California which supply wholesale electricity to the
California Power Exchange.
 11.  Defendant NRG Energy, Inc. (hereinafter "NRG") is a Minneapolis,
Minnesota based public corporation doing business in the state of California
as NRG, a generator and trader of wholesale electricity which is ultimately
sold to California consumers, including plaintiff and the class.  In
partnership with defendant Dynegy, NRG operates eight electricity generating
plants in California which supply wholesale electricity to the California
Power Exchange.
12. Defendant AES Corporation (hereinafter "AES") is an Arlington,
Virginia based public corporation doing business in the state of California
as AES Pacific Group, a generator and trader of wholesale electricity which
is ultimately sold to California consumers, including plaintiffs and the
class, and a WSCC member.  AES Pacific Group operates four electricity
generating plants in southern California which supply wholesale electricity
to the California Power Exchange.
13. Defendant Williams Energy is a Tulsa, Oklahoma based public
corporation doing business in the state of California as Williams Energy
Marketing and Trading Company, a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiffs and the class, and a WSCC member.  Williams Energy Marketing and
Trading Company operates three electricity generating plants in southern
California which supply wholesale electricity to the California Power
Exchange.
14. Defendant Duke Energy North America (hereinafter "Duke Energy") is a
Houston, Texas based public corporation doing business in the state of
California as Duke Energy Trading and Marketing, LLC, a generator and trader
of wholesale electricity which is ultimately sold to California consumers,
including plaintiffs and the class, and a WSCC member. Duke Energy operates
four electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
 15. Defendants DOES 1 through 100, inclusive, are sued herein under
fictitious names because their true names are unknown to the Plaintiff.
When their true names and capacities are ascertained, Plaintiff will amend
this complaint by substituting their true names and capacities herein.
Plaintiff is informed and believe, and based thereon alleges, that each of
the fictitiously named Defendants is responsible in some manner for the
occurrences herein alleged, and thereby proximately caused injuries and
damages to Plaintiff, as herein alleged.  Further, Plaintiff is informed and
believes, and upon such information and belief alleges, that each of the
Defendants designated by a fictitious name participated in and/or benefited
from the wrongful acts, conduct, and omissions described in this complaint,
and that said acts, conduct, and omissions directly and proximately caused
injury and damages to Plaintiff and the class as alleged below.
 IV.
 CLASS ACTION ALLEGATIONS

16. Plaintiff brings this action pursuant to Section 382 of the Code of
Civil Procedure as a class action on behalf of all electricity customers,
including the retail customers of San Diego Gas & Electric Company (SDG&E),
who purchased electricity supplied through the California Power Exchange
during the period from May 22, 2000 through and including the date of trial
(hereinafter the "Class Period").  All such persons and entities have paid
and/or have been charged prices for electricity that were "unjust and
unreasonable" and that were artificially inflated due to defendants'
exercise of market power, improper use of confidential information,
manipulations, and unlawful actions.  Members of the Class are extremely
numerous and their joinder would be impracticable.  Approximately 1.2
million SDG&E customers are within the class.
17. Common issues of fact and law predominate over individual issues,
including:
-whether defendants committed unfair business practices by sharing
confidential real time data in violation of ISO Tariffs and thereafter
"gamed" the market;

-whether defendants charged "unjust and unreasonable" prices for electricity
during the Class Period or otherwise benefited from said inflated price for
electricity;

-whether defendants exercised "market power" in the California electricity
market during the Class Period;

-whether defendants received improper and excess profits which should be
refunded and paid to members of the Class.

18. Plaintiff's interests are typical of, and not antagonistic to, the
interests of the class.
19. Plaintiff has retained competent counsel experienced in class action
and consumer fraud litigation and intends to vigorously prosecute this
action.
20. A class action is superior to all other methods for the fair and
efficient adjudication of this controversy.  The size of the individual
damages is small in comparison to the complexity and scope of the
defendants' operations and alleged misconduct.  A class action is the only
method whereby plaintiff and the class can efficiently seek redress and
obtain a uniform adjudication of their claims. Plaintiff does not anticipate
any difficulty with the management of this action.
/ / /
  V.
 COMMON ALLEGATIONS OF FACT

A. The California Wholesale Electricity Markets

21. In 1996 California deregulated its electricity industry and required
the State's privately owned utility companies to divest themselves of their
generating plants.  The purpose of deregulation was to introduce competition
into the electricity markets, with the intention of reducing rates for
electrical power.  In fact, however, certain participants in this recently
deregulated industry have, in violation of their operating Tariff, taken
advantage of structural flaws in the system and improperly obtained
confidential competitor information to artificially inflate prices for
electricity, yielding themselves billions of dollars in windfall profits at
the expense of California consumers.
22. As part of the deregulation, several new entities were created to
facilitate the workings of this new market.  California's investor owned
utilities, Pacific Gas & Electric (PG&E), Southern California Edison (SCE),
and San Diego Gas & Electric (SDG&E) (the"Utilities"), now purchase
electricity for their customers from independent generators and traders,
including defendants, through a market known as the California Power
Exchange (PX).  The PX maintains a market for the purchase and sale of
wholesale electricity through a variety of forward contracts and real time
markets.  Under the California deregulatory scheme, the Utilities were,
until just recently, required to purchase power through the PX and
prohibited from independently contracting for power outside this market.
23. The deregulated market also led to the creation of the California
Independent System Operator (CAISO).  The CAISO is an "independent"
non-profit corporation, though its managing board includes representatives
from among the generators and traders, that was created to manage the flow
of electricity and ensure reliability along the long distance, high-voltage
power lines that make up the bulk of California's transmission system.
Approximately 75% of California's electricity is distributed through the
CAISO managed  "power grid".  The CAISO monitors electrical loads (i.e.,
demand) on an on-going basis and ensures that there is an adequate supply of
power to meet that demand.
/ / /
 24. The CAISO accomplishes this by maintaining a Real Time Imbalance
Market (the "Real Time Market").  When the CAISO receives bids from
suppliers that are insufficient to meet the demand for power, it must accept
any bid, which then sets the market-clearing price for that hour. Under the
single price auction system used by the CAISO, all sellers of electricity in
the Real Time Market automatically receive the market clearing price, which
is the (second) highest price paid in the market, even if they were willing
to sell and had in fact bid to sell electricity at lower prices. This
mechanism allows sophisticated market participants, such as defendants, to
game the market by withholding bids in an effort to maximize the clearing
price.
25. The Real Time Market was not designed to handle large transactions,
but merely to provide a mechanism to correct short term imbalances in supply
and demand.  Defendants nonetheless pushed a substantial portion of the
daily wholesale electricity sales into this market by under bidding capacity
to the forward market leaving wholesale customers no alternative place to
obtain the power to satisfy their retail customers' demand.
26. The CAISO also manages the Replacement Reserve Market, which is used
to balance supply and demand of electricity.  Sellers in the Replacement
Reserve Market receive a fixed premium for having available capacity.  If
called upon by the ISO to deliver energy, sellers in the Replacement Reserve
Market also receive the Real Time Market price.  Thus, if generators know
that capacity is short, they have an incentive to withhold supplies from the
spot markets and push as much as possible into the Replacement Reserve
Market.  Access to real time generating information facilitates such
"gaming" of the markets by demonstrating, in real time, available competing
supply.
27. In times of high demand, the CAISO has the authority to purchase
energy from out-of-state sources, as to which there is no operative price
cap.  The CAISO was forced to do so during the Summer of 2000.  California
generators and marketers can export electricity to surrounding markets in
order to create artificial shortages and drive up prices in the California
markets.  They can then resell that electricity to the CAISO at inflated and
uncapped prices.  As the PX Compliance Committee noted in its November 1,
2000 Report ("the PX Compliance Report"):
/ / /
 "During periods of high Out-of-Market purchases, when prices are above the
Real-Time energy price cap, in-state generators have an incentive to export
energy out of California.  Surrounding control areas can effectively park
that energy for resale to the CAISO Out-of-Market calls and return it to the
state."

Id. at p. 44.
28. Notably, the summer of 2000 witnessed an approximately 370% increase
in exports from  the California energy market, despite the very high prices
and short supplies that existed in the State.
  "Market power" is defined by the CAISO as the ability to
significantly influence market prices and cause them to vary from
competitive levels for a material period of time.  Generators and suppliers
(including defendants) can exercise market power by physically or
economically withholding electricity from the market, moving electricity out
of the California markets, and by pricing and bidding their resources in
ways that impede the efficiency of the market.

29. Notably, the California energy market consists of a relatively small
number of firms, some of which control a substantial fraction of the total
generating capacity.  The small number of suppliers facilitates the exercise
of  market power during periods of high demand, even when there is not a
true scarcity of available generating capacity.  In addition, the relatively
inelastic demand for energy further facilitates the exercise of such market
power.
B. Defendants' Improper Acts
30. Prior to May 22, 2000, the CAISO began supplying the Western Systems
Coordinating Council ("WSCC"), an organization consisting of electric
industry participants, including defendants, with real time industry data as
to electricity generating levels, known as metering data, and transmission
system flow data, known as scheduling data, pertaining to individual market
participants. Through the WSCC Internet web site, wholesale electricity
market participants, including defendants herein, were thereby given access
to real time data as to their competitors' actions, although access to such
data was forbidden by the ISO Tariff.  When requested by various
governmental entities, including the California Public Utilities Commission
("CPUC") the WSCC refused access.
/ / /
/ / /
/ / /
 31. CAISO/FERC Tariff section 10.2.6 states in relevant part;
Meter Data supplied by an ISO  metered entity shall be made available by the
ISO to the scheduling coordinator representing such ISO metered entity and
other authorized users identified in its meter services agreement, but shall
not be disclosed to any third party except as otherwise may be required by
law, FERC any local regulatory authority or other provision of this ISO
Tariff.

32. CAISO/FERC Tariff section 20.3.1 states in relevant part:

The ISO shall maintain the confidentiality of all of the documents, data and
information provided to it by any Market Participant that are treated as
confidential or commercially sensitive under Section 20.3.2; provided,
however, that the ISO need not keep confidential: (1) information that is
explicitly subject to data exchange through WEnet pursuant to Section 6 of
this ISO Tariff; (2) information that the ISO or the Market Participant
providing the information is required to disclose pursuant to this ISO
Tariff, or applicable regulatory requirements (provided that the ISO shall
comply with any applicable limits on such disclosure); or (3) information
that becomes available to the public on a non-confidential basis (other than
as a result of the ISO's breach of this ISO Tariff).

33. CAISO/FERC Tariff section 20.3.2 states in relevant part:

The following information provided to the ISO by Scheduling Coordinators
shall be treated by the ISO as confidential:

(a) individual bids for Supplemental Energy;

(b) individual Adjustment Bids for Congestion Management which are not
designated by the scheduling coordinator as available;

(c) individual bids for Ancillary Services;

(d) transactions between Scheduling Coordinators;

(e) individual Generator Outage programs unless a Generator makes a
change to its Generator Outage program which causes Congestion in the short
term (i.e. one month or less), in which case, the ISO may publish the name
of that Generator.

34. CAISO/FERC Tariff section 20.3.2 states in relevant part:

No Market Participant shall have the right hereunder to receive from the ISO
or to review any documents, data or other information of another Market
Participant to the extent such documents, data or information is to be
treated as in accordance with Section 20.3.2; provided, however, a market
Participant may receive and review any composite documents, data, and other
information that may be developed based upon such confidential documents,
data, or information, if the composite document does not disclose such
confidential data or information relating to an individual Market
Participant and provided, however, that the ISO may disclose information as
provided for in its bylaws.

 35. Part of the CAISO Tariff is the ISO Market Monitoring & Information
Protocol (MMIP).  The objective of this Protocol (MMIP) is to set forth the
workplan and rules under which the ISO will monitor the ISO markets to
identify abuses of market power.  The MMIP part of the tariff applies to all
ISO Market Participants, including Defendants.
36. MMIP Section 2.1.1. states in relevant part:
Anomalous market behavior, which is defined as behavior that departs
significantly from the normal behavior in competitive markets that do not
require continuing regulation or as behavior leading to unusual or
unexplained market outcomes.  Evidence of such behavior may be derived from
a number of circumstances, including:

MMIP 2.1.1.1  withholding of generation capacity under circumstances in
which it would normally be offered in a competitive market;

MMIP 2.1.1.2  unexplained or unusual redeclarations of availability by
Generators;

MMIP 2.1.1.3  unusual trades or transactions;

MMIP 2.1.1.4  pricing and bidding patterns that are inconsistent with
prevailing supply and demand conditions, e.g., prices and bids that appear
consistently excessive for or otherwise inconsistent with such conditions;
and

MMIP 2.1.1.5  unusual activity or circumstances relating to imports from or
exports to other markets or exchanges.

The Market Surveillance Unit shall evaluate, on an ongoing basis, whether
the continued or persistent presence of such circumstances indicates the
presence of behavior that is designed to or has the potential to distort the
operation and efficient functioning of a competitive market, e.g., the
strategic withholding and redeclaring of capacity, and whether it indicates
the presence and exercise of market power or of other unacceptable
practices.

37. MMIP Section 2.1.3 states in relevant part:

"Gaming", or taking unfair advantage of the rules and procedures set forth
in the PX or ISO Tariffs, Protocols or Activity Rules, or of transmission
constraints in periods in which exist substantial Congestion, to the
detriment of the efficiency of, and of consumers in, the ISO Markets.
"Gaming" may also include taking undue advantage of other conditions that
may affect the availability of transmission and generation capacity, such as
loop flow, facility outages, level of hydropower output or seasonal limits
on energy imports from out-of-state, or actions or behaviors that may
otherwise render the system and the ISO markets vulnerable to price
manipulation to the detriment of their efficiency.

 38. Market participants used their trade organization, the WSCC, to
share access to and use real time information, notwithstanding the fact that
its publication and use violated the  ISO's operating procedures, as set
forth in tariffs and protocols that were filed with and approved by FERC,
and by adoption made part of the contracts by  which defendants were
authorized to sell electricity to the PX.  Those tariffs and protocols
required that such data be kept confidential to prevent gaming the market
and not be used by market participants to engage in anti-competitive
behavior.
39. It has been reported in the Dow Jones Work. Com Newswire on October
19, 2000, that:
"Electricity generators may have used real-time plant activity reports from
the state's grid operator to their advantage in California's wholesale
electricity market, according to an official with the Western Systems
Coordinating Council.

 * * * * * * *

"At issue is real-time information the California Independent System
Operator provided the Western systems Coordinating Council, a governmental
[sic] organization that monitors electricity reliability in the western
U.S., about power plant activity in the state.

"The real-time information allows market participants . . . to access data
via an internet site that shows how much capacity a plant with more than 200
megawatts has online at any given moment. . . . .

"The information was intended to be used to monitor electric reliability on
the grid . . . .

"Last month, however, the ISO's attorneys alerted the WSCC that the 'data is
being used against them and to game the market,' according to Bill Commish,
director of dispatch with the WSCC.

 * * * * * *

"Commish said generators could use the information to withhold supply and
drive up power prices or to identify transmission congestion in a particular
region and use that to gouge customers.

"However, the ISO, which controls about 75% of the state's power grid and
real-time market, may have violated a FERC rule because it is required to
keep such information confidential for 90 days, an ISO attorney told the
WSCC.

"Beginning Monday, the ISO will no longer provide such information  to the
WSCC or other market participants."

 40. Starting on or about May 22, 2000, Defendants used such real time
data to exercise market power by, among other things, reducing their output,
strategically under-bidding supply to the forward markets, and exporting
electricity from the State in order to drive up the Real Time Market price
and other market prices.  As a direct result of their improper access to and
use of this information, the price of wholesale electricity spiked sharply
upwards on May 22, 2000 and has remained at artificially inflated prices
ever since.  FERC, CPUC, and CAISO Dept. of Market Analysis, have all now
concluded that market participants should be excluded from the CAISO board.
41. As noted in the North County Times on October 19, 2000:
"A case study of San Diego County's two big power plants has concluded that
they held back from full production of electricity in June, even as prices
skyrocketed and California's power manager was scrambling for supplies to
prevent blackouts.

"To the study's author . . . the low production in San Diego county is clear
evidence that the companies that generate and trade electricity in CA were
creating an artificial shortage to drive up prices.

 * * * * * *

McCullough's hour-by-hour analysis of power output for June found that the
Encina plant in Carlsbad generated 44 percent of the megawatt hours that it
could have during periods when prices were higher than the plant's cost of
production.  The South Bay power plant in Chula Vista generated 61 percent
of what would be expected under traditional economic theory.

Economists estimate it costs $45-$55 per megawatt hour to generate
electricity at the plants. The wholesale price in June averaged $120 per
megawatt hour.

A separate analysis conducted by the North County Times revealed "mysterious
cutbacks in Carlsbad during a heady market of sky-high prices."

 * * ** *

"Investigators and market analysts have documented extensive evidence that
electricity traders have waited until prices rose on California's market
this summer before they would commit their power plants to production."

"'We did see evidence of withholding in the bidding,' according to Jim
Detmers, the ISO's operations chief."

 42. In addition, defendants used such real time information about their
competitors to improperly withhold electrical supplies from the forward
markets operated by the PX in order to take advantage of the ISO's need to
balance supply and demand in the spot market and thereby benefit from the
single price auction system by obtaining the highest price paid at any given
period.  In addition, certain defendants sold or parked electricity with
affiliates in other states in order to artificially drive up prices in the
California markets.  They then sold that electricity back into the
California markets at the artificially inflated prices they had created.
These tactics forced buyers in the California wholesale electricity market
to purchase more than 30% of their electricity needs in the inflated Spot
Market, rather than the less than 5% that should be sold in that market. The
Spot Market was solely intended to satisfy last minute fluctuations in the
demand for energy.
C. Results of Defendants' Activities
43. From late May 2000 through the present, defendants' activities have
raised wholesale electricity prices to record levels, well above the rates
that would prevail in a competitive marketplace and disproportionate to the
costs of generating that electricity.  Those prices have resulted in an
approximate tripling of electricity rates in areas served by SDG&E, where
retail rates have been deregulated and represent in large part a pass
through of SDG&E's costs for such power, which it purchases from the
defendant generators and traders through the California Power Exchange.
44. As the Market Surveillance Committee ("MSC") of the CAISO concluded
in its September 6, 2000 Report ("the MSC Report"), during the months of May
and June 2000 revenues from the sale of ISO loads in the California energy
market were 37% and 182%, respectively, above the revenues that would have
been generated under competitive pricing conditions.    MSC Report at p. 2.
The MSC Report unambiguously concluded that market participants exercised a
"significant amount of  market power" in the California energy markets,
beginning as early as October 1999 and increasing dramatically during the
Class Period.  Id. at pp. 4, 15, 17.
45. The average market clearing price in California's wholesale markets
during August of 2000 was $166.24/MWh under moderate load conditions,
compared with $32.31/MWh a year earlier.  While load demand conditions in
California during August 2000 were slightly higher than in August 1999, they
were similar to those during August 1998 when prices were much lower.  Peak
demand in August 2000 was lower than in August of either of the prior two
years, negating representations by industry leaders that excessive demand
caused these price increases.  Indeed, some California electricity producers
were only running at 60% of capacity during the so-called emergency periods.

 46. These price hikes have even been effect during the middle of the
night, when electricity is abundant and demand is low.  Further, prices in
November 2000, when demand for electricity is much lower than during the
summer months, continue to be substantially in excess of the prior years'
levels and in excess of the levels that should prevail in a competitive
marketplace.
47. As a result of defendants' exercise of market power, they
artificially increased prices to record levels and have obtained huge
windfall profits.  As reported in the October 17, 2000 San Diego Union
Tribune,  analyst Anatol Feygin of JP Morgan estimated that electricity
industry profits from California for the 3 months ended September 30, 2000
could reach $6 billion, even after taking into account cost increases.
Feygin stated, "'The industry was literally at eight times the profitability
of last year . . .. that is a fortune.'"
48. Defendant Reliant has reported that its third quarter earnings will
top last year's figure by about $110 million.  Similarly, defendant Dynegy
reported an 83 percent increase in its third quarter 2000 income, as
compared to its third quarter 1999 figures.   Profits from Defendant
Dynegy's wholesale energy generating and trading division quadrupled to
$141.9 million, which represented 80 percent of Dynegy's overall profits.
"This is the most successful quarter in Dynegy's history", reported chairman
and chief executive officer, Charles 'Chuck' Watson.  Other defendants also
obtained large windfall profits during this period.
49. Prior to deregulation, the historical cost to produce a megawatt
hour of electricity in San Diego County was approximately $23-45 per MWh.
During the Summer of 2000, defendants' conduct caused the Real Time Market
price of wholesale electricity to frequently reach $750 per MWh, resulting
in an approximate tripling of SDG&E customers' bills.
50. In its Order issued on November 1, 2000, FERC concluded that
wholesale prices of electricity in California had been at "unjust and
unreasonable" levels during the Summer of 2000. CAISO and CPUC responses to
the November 1st FERC order both concluded that wholesale prices during
Summer 2000 were due to a substantial exercise of market power by generators
and traders.
 51. Plaintiffs and the class were injured by the manipulated and
inflated prices paid for wholesale electricity, including retail customers
of SDG&E since costs were fully passed through to them.  The CPUC's November
22, 2000 report to FERC concluded that the exercise of market power by
wholesale producers resulted in a $4 billion dollar overcharge for the
delivery of electricity to California during the summer of 2000.  Due to the
unlawful conduct alleged above, plaintiffs and the class paid approximately
$4 billion dollars more for electricity than they otherwise would have,
causing great hardship to numerous individuals and businesses. As
Congressman Brian Bilbray stated: "Every day that goes by you've got small
businesses bleeding to death.  People are literally dying financially from
this situation."  Work.com Newswire (10/21/00).
52. The improper sharing and use of real time wholesale electricity
generation and transmission data by defendants to withhold generation by
unplanned outages and to maintain bidding strategies which led to contrived
and artificial shortages, and other manipulative conduct, had the effect of
artificially inflating and maintaining wholesale electricity prices above
competitive prices allowing defendants to reap illegal profits amounting to
billions of dollars, at the expense of plaintiffs and the class.
 FIRST CAUSE OF ACTION
 Violation of Sections 16720 and 16726
 of the California Business and Professions Code
 Trust In Restraint of Trade or Commerce in Violation of the
Antitrust Act
 (Against All Defendants)

53. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
54. The Cartwright Act states, at o16726, that: "Except as provided in
this chapter, every trust is unlawful, against public policy and void."  A
trust is defined at o16720 as follows:
55. "A trust is a combination of capital, skill or acts by two or more
persons for any of the following purposes:
(a) To create or carry out restrictions in trade or commerce.

(b) To limit or reduce the production, or increase the price of
merchandise or of any commodity.

(c) To prevent competition in manufacturing, making, transportation,
sale or purchase of merchandise, produce or any commodity.

(d) To fix at any standard or figure, whereby its price to the public or
consumer shall be in any manner controlled or established, any article or
commodity of merchandise, produce or commerce intended for sale, barter, use
or consumption in this State.

(e) To make or enter into or execute or carry out any contracts,
obligations, or agreements of any kind or description, by which they do all
or any or any combination of the following:

 (1) Bind themselves not to sell, dispose of or transport any article or
any commodity or any article of trade, use, merchandise, commerce or
consumption below a common standard figure, or fixed value.

(2) Agree in any manner to keep the price of such article, commodity or
transportation at a fixed or graduated figure.

(3) Establish or settle the price of any article, commodity or
transportation between them or themselves and others, so as directly or
indirectly to preclude a free and unrestricted competition among themselves,
or any purchasers or consumers in the sale or transportation of any such
article or commodity.

(4) Agree to pool, combine or directly or indirectly unite any interests
that they may have connected with the sale or transportation of any such
article or commodity, that its price might in any manner be affected."

56. Plaintiffs and the Class are empowered by the Cartwright Act o16750
to commence a private action for up to three times their damages and
equitable relief due to the injuries they have suffered and continue to
suffer as a result of defendants' violations of the Antitrust Act.  The
Cartwright Act states:
Any person who is injured in his or her business or property by reason of
anything forbidden or declared unlawful by this chapter, may sue therefore
. . . and to recover three times the damages sustained by him or her,
interest . . . and preliminary or permanent injunctive relief . . . .

57. Plaintiffs and the Class, are "persons" within the meaning of the
Antitrust Act as defined in o16702.
58. Beginning on or about May 22, 2000, the exact date being presently
unknown to Plaintiffs, Defendants embarked on a conspiracy to make available
and use confidential real time industry data as to electrical generating,
power plant capacity, utilization, and outages through the WSCC, an
organization consisting of Defendants, and others, to inflate the market
prices of wholesale electricity, in restraint of trade and commerce in
California. As a result of these efforts, Defendants engaged in acts and
entered into Agreements, which  were intended to and have in fact restrained
trade and commerce in the California Power Exchange and other electricity
markets, in violation of the Antitrust Act, which violations are continuing
to the present day.
 59. The aforesaid acts, contracts, agreements, combinations and
conspiracies in restraint of trade or commerce have consisted of continuing
agreements, undertakings and concert of action among Defendants, the
substantial terms of which were to artificially limit the supply of
electricity to the California markets.  Through these acts and Agreements,
Defendants acted to set, raise and maintain the prices of electricity on the
Real Time Imbalance Market and other markets to wholesale purchasers of
electricity, and, indirectly and ultimately, to California consumers, at
supra-competitive prices.
60. Defendants successfully set, raised and maintained supra-competitive
wholesale prices for electricity beginning on May 22, 2000, to the customers
of the California Power Exchange.
61. Such overcharges were paid by consumers of electricity, such as
Plaintiff and the Class she seeks to represent.
62. Defendants' acts, contracts, agreements, combinations and
conspiracies were intended to restrain and did, in fact, restrain trade and
commerce in California during the Class Period.
63. Defendants' unlawful restraints of trade have had and, unless
enjoined, threaten to continue to have the following anti-competitive
effects, among others:
(a) Prices charged by Defendants for electricity to wholesale
purchasers, and, ultimately, to the customers of SDG&E in California have
been and will continue to be set, raised and maintained at artificially high
and non-competitive levels;

(b) Fair and equitable price competition for the supply of electricity
and retail and wholesale price levels for electricity have been restrained
and adversely affected; and

(c) Plaintiff and other Class members have been deprived of the benefit
of free and open competition in the electricity market in California.

64. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
Defendants' unlawful conduct.
65. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
66. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade violate the Antitrust Act.  Accordingly,
Plaintiff and the Class seek three times their damages caused by Defendants'
violations of the Antitrust Act and a permanent injunction enjoining
Defendants' continuing violations of the Cartwright Act.
/ / /
 SECOND CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Violations of the Antitrust Act
(against all defendants)

67. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
68. The Unfair Trade Practices Act prohibits all unfair competition,
which is defined as "any unlawful, unfair or fraudulent business act or
practice," and includes violations of the Cartwright Act,  oo16700 et seq.
of the B&P Code.
69. As alleged hereinabove, beginning as early as May, 2000, defendants
unlawfully conspired, agreed, arranged and combined to prevent and restrain
competition for the sale of electricity, in violation of oo 16700 et seq.
and oo 17200 et seq. of the B&P Code.
70. Pursuant to B&P Code oo 17200 et seq., Plaintiff brings this action
seeking injunctive relief to enjoin defendants' unfair trade practices and
requiring defendants' disgorgement of all monies obtained by virtue of their
violations of the Cartwright Act as described hereinabove.
71. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
defendants' unlawful conduct.
72. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
73. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade and free and open competition, alleged
herein, violate the Antitrust Act.  Accordingly, Plaintiff and the Class
seek restitution and disgorgement by defendants to the Class of all monies
obtained by defendants' acts of unfair competition with respect to the
contract, conspiracy, combination and trust, and a permanent injunction
enjoining defendants' continuing violations of the Cartwright Act.
/ / /
/ / /
 THIRD CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Defendants' Unfair Business Acts and Practices
In Charging Unjust and Unreasonable Rates
(against all defendants)

74. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
75. Section 17200 et seq. of the California Business & Professions Code
prohibits acts of unfair competition, which include any "unlawful, unfair,
or fraudulent business act or practice and unfair, deceptive, untrue or
misleading advertising".
76. The Defendants consistently engaged in numerous acts of  "unfair
competition", as more fully described above, by inter alia, manipulating the
price of wholesale electricity in the California markets.
77. In addition, pursuant to the Federal Power Act:
"All rates and charges made, demanded, or received by any public utility for
or in connection with the transmission or sale of electric energy subject to
the jurisdiction of the Commission . . . shall be just and reasonable and
any such rate or charge that is not just and reasonable is hereby declared
to be unlawful."

16 U.S.C. Section 824d(a).

78. Defendants are public utilities within the term as used in the
foregoing statute.
79. The FERC has specifically found that the prices defendants charged
for the wholesale electricity they sold in the California markets during the
Class Period were in fact unjust and unreasonable.  The California Public
Utilities Commission has determined that said unjust and unreasonable prices
resulted from the exercise of market power by generators and traders in the
California wholesale electricity market.
80. As a result of the conduct described above, the  defendants
unlawfully acquired money and property from Plaintiff and the Class and have
been and will be unjustly enriched at the expense of Plaintiff and the
members of the Class.  Specifically, defendants have deprived Plaintiff and
the Class of billions of dollars in monies from the sale of electricity at
unjust, excessive, and manipulated prices.
/ / /
 81. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
restoring to them all money wrongfully taken from them and allowing them a
claim in the full amount of all of defendants' ill-gotten gains, so as to
restore any and all monies to Plaintiff and the members of the Class and the
general public, which were acquired and obtained by means of such unfair and
deceptive acts and practices.
82. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
providing appropriate equitable and/or injunctive relief restraining
defendants from charging unjust and unreasonable rates and from manipulating
the electricity markets.
 FOURTH CAUSE OF ACTION
 Violations of the Consumers Legal Remedies Act
 (Against All Defendants)

83. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
84. Such acts and practices by defendants violate the Consumer Legal
Remedies Act, Civil Code Section 1750, et seq.  Defendants' acts warrant
appropriate injunctive and declaratory relief, including an injunction
restraining them from charging unjust and unfair rates or manipulating the
market for electricity.
FIFTH CAUSE OF ACTION
Unconscionability
(Against All Defendants)

85. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
86. Defendants charged rates for wholesale electricity that were
unconscionable given their cost of production, the newly emergent markets
for that product, and the consumers' need for electrical power.
87. Defendants' rates were  inherently  excessive, invalid and
unconscionable, particularly in light of the deceptive and manipulative
practices they used to inflate the market prices and the vital need
consumers and businesses have for electrical power.
/ / /
 88. Defendants' unconscionable prices were passed through to Plaintiff
and the majority of the Class in the retail electricity rates charged by
SDG&E and thereby directly damaged Plaintiff and the Class.
 VI.
 PRAYER FOR RELIEF

WHEREFORE, Plaintiff and the Class pray for judgment against defendants as
follows:
(a) That the Court determine that this action may be maintained as a
class action and direct that reasonable  notice of this action be given to
the members of the Class;
(b) That the combination, contract, arrangement, agreement, conspiracy
and trust alleged herein be adjudged and decreed to be an unreasonable
restraint of trade in violation of Sections 16720 and 16726 of the
California Business and Professions Code;
(c) That damages be granted according to proof, and that Plaintiff and
the Class be awarded treble damages or statutory damages, where applicable,
attorneys' fees, costs and disbursements;
(d) That Plaintiff and the Class be awarded pre- and post-judgment
interest;
(e) That the Court enter appropriate injunctive and other equitable
relief, including the disgorgement of defendants' unlawful profits; and
(f) That Plaintiff and the Class have such other and further relief as
the Court may deem just and proper under the circumstances.
Dated: November 27,  2000     KRAUSE &
KALFAYAN

_______________________________
James C. Krause, Esq.
Ralph B. Kalfayan, Esq.
Patrick N. Keegan, Esq.
Stephen W. Poirier, Esq.
Attorneys for Plaintiff

OF COUNSEL:
David B. Zlotnick, Esq., SBN 195607
Attorney at Law
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 2

-----Original Message-----
From: Mark.Palmer@enron.com [mailto:Mark.Palmer@enron.com]
Sent: Wednesday, November 29, 2000 8:44 AM
To: Leopold, Jason
Subject: Re: FW: ANNOUNCEMENT: Notice of Press Conference today

Got the announcement.  Can you forward the complaint (suit) as an
attachment?

Mark


fyi, action
---------------------- Forwarded by David W Delainey/HOU/ECT on 02/02/2001
10:16 AM ---------------------------

Eric Thode@ENRON
01/22/2001 01:42 PM
To: David W Delainey/HOU/ECT@ECT
cc: Dorie Hitchcock/HOU/ECT@ECT
Subject: Re: Spring Business Meeting

Dave --

Sorry for the delay in responding.  Dorie has been out after surgery and I
wanted to talk with her first.  Attendance is an issue that can be addressed
via a few initiatives, including:

1) better up-front communication from the Office of the Chair through the
direct supervisors (like we did for United Way last year)
2) entertainment/big-name draw added to the line-up
3) IP-TV as a back-up for those who cannot attend
4) select a better time than last year's meeting (i.e., morning meetings have
been better attended in the past vs. last year's afternoon meeting)

There are no doubt other small changes we can make to enhance attendance, but
this should get us headed in the right direction.  Dorie and I would be happy
to sit down and discuss this with you.

Regardless of what we do to increase attendance, if we wish to do such a
meeting, we need to pick a date and get on the Hyatt calendar soon.  Their
calendar is filling up quickly.  Thanks.

Eric

David W Delainey@ECT
01/16/2001 10:18 AM
To: Mark Frevert/NA/Enron@Enron, John J Lavorato/Corp/Enron@Enron
cc: Eric Thode/Corp/Enron@ENRON, Dorie Hitchcock/HOU/ECT@ECT

Subject: Spring Business Meeting

Guys, given all the change and our 2000 success, I would argue that we should
have a meeting; however, the challenge is getting people to show up - any
thoughts on this Eric/Dorie?

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 01/16/2001
10:21 AM ---------------------------

Eric Thode@ENRON
01/10/2001 01:50 PM
To: David W Delainey/HOU/ECT@ECT, John J Lavorato/Corp/Enron@Enron
cc: Dorie Hitchcock/HOU/ECT@ECT
Subject: Spring Business Meeting

Dave and John --

In the past, ENA has held an all-employee business meeting over at the Hyatt
in April or May.  Do you plan to hold such a meeting?  If so, we need to get
started on planning the event.  Dorie Hitchcock has typically handled the
arrangements.  Please advise.

Eric


---------------------- Forwarded by Kay Mann/Corp/Enron on 01/10/2001 08:49
AM ---------------------------

"Townsend, Christopher J. - CHI" <chris.townsend@piperrudnick.com> on
01/09/2001 06:11:55 PM
To: "'Kay Mann (E-mail)'" <kay.mann@enron.com>
cc: "Elam, Michael H. - CHI" <Michael.Elam@piperrudnick.com>, "Shindler,
Donald A. - CHI" <Donald.Shindler@piperrudnick.com>, "Gershon, Mark A. - CHI"
<Mark.Gershon@piperrudnick.com>, "Nooney, Kathleen L. - CHI"
<Kathleen.Nooney@piperrudnick.com>, "Fein, David I. - CHI"
<david.fein@piperrudnick.com>, "Nora, Mark J. - CHI"
<Mark.Nora@piperrudnick.com>, "Way, Karen S. - CHI"
<karen.way@piperrudnick.com>

Subject: Illinois Projects Update

Kay --

Happy New Year!

> Attached please find the update regarding ENA's Illinois projects.
>
As you may be aware, since our last report to you, the Illinois Pollution
Control Board has issued a report following hearings it conducted this
summer and fall concerning peaker power plants in Illinois.  The report
contains a number of recommendations to the Governor, including suggestions
that rules be adopted to require air quality studies and public hearings as
part of the permitting process, and that additional measures be taken as
part of the permitting process to insure compliance with Illinois' noise
regulations.  PMRW continues to monitor these developments.

> Please do not hesitate to contact me with any questions or comments
> regarding the status of the various projects.  Thank you.
>
> Christopher J. Townsend
> Piper Marbury Rudnick & Wolfe
> 203 N. LaSalle Street
> Chicago, IL 60601
> (312) 368-4039 (direct line)
> (312) 630-6300 (direct fax)
> christopher.townsend@piperrudnick.com
 <<z_9q14_2.WPD>>

____________________________________________________________________________
The information contained in this communication may be confidential, is
intended only for the use of the recipient named above, and may be legally
privileged.  If the reader of this message is not the intended recipient, you
are hereby notified that any dissemination, distribution, or copying of this
communication, or any of its contents, is strictly prohibited. If you have
received this communication in error, please re-send this communication to
the sender and delete the original message and any copy of it from your
computer system.
Thank you.

For more information about Piper Marbury Rudnick & Wolfe, please visit us at
http://www.piperrudnick.com/
____________________________________________________________________________

 - z_9q14_2.WPD


Vasant,

Thanks. Let's contact Wharton next week.

Vince

From:	Vasant Shanbhogue/ENRON@enronXgate on 04/25/2001 10:15 AM
To:	Vince J Kaminski/HOU/ECT@ECT
cc:	Nelson Neale/NA/Enron@Enron
Subject:	Corn Subsidy Govt Program Analysis

Hi Vince,

	Nelson and I had a meeting yesterday with the Ag Desk folks on how to go forward on the analysis and presentation for this program.  The consensus from the Ag side was that the choice of university will be highly politically driven, ie preferably the university should be from a state that has close ties to sympathetic senators or other political figures.  Also it is preferable if the university faculty have worked on Ag issues before, lending more credibility in the Ag community.  The names that came up were Mississippi State and Texas A&M.  Nelson knows of a person at Mississippi State who worked with the USDA on risk management issues.
	The needed analysis itself is not necessarily very deep, and the focus is primarily to get a non-quantitative presentation out that outlines how Enron can take on the downside risk of local crop prices (Enron probably needs to cover actual local prices and not simply an index because I do not think the govt will want to worry about basis risk).
	The pilot program itself will be very small, and lends itself to continuing down the path of short term trading rather than long term origination.  Another thought on hedging our potential short positon (on the origination side) is that the govt program can only provide a partial hedge to the extent of the premium received -- we still have unlimited downside from the short.

Vasant

p.s. I am writing up Jim Bouillion's project suggestion as a potential project for Wharton.  Of course, we may still ask Wharton for their insights on the corn price protection approach.


Has Phil found the supply for Mexicana?

 -----Original Message-----
From: 	Groenewold, Shannon
Sent:	Tuesday, November 20, 2001 5:16 PM
To:	Grigsby, Mike; Smith, Matt; Tholt, Jane M.; Sullivan, Patti; Gay, Randall L.
Subject:

I have stranded all the transport to the border out of Keystone for the month of December.

The transport volumes that have been taken out are as follows:

	22,836 - Keystone  -->  Socal Ehrenburg

	11,418 - Keystone  -->  Socal Ehrenburg (this is the mexican de cobra deal).  Previously Mexican de Cobra was buying the gas from Texaco.  Starting in 					December, Mexican will have to find another supply for this gas.  They will no longer buy from Texaco.  Phil Polsky is talking with 					Mexican, and a deal will be entered into Sitara, once Mexican has found a supply.  So as of now, the 11,828 supply coming into Keystone 				for this deal is not in the system.

	3975 - Keystone  -->  Socal Topock


Kim,

FYI

Monica

-----Original Message-----
From: Maan, Raveen
Sent: Wednesday, September 05, 2001 8:47 AM
To: Balachandran, Girish; Cwiak, Roger; Scoby, Greg; Baldschun, Randy;
Hirmina, Lucie; Keniston, Eric; Fattah, Taha; Kabat, Tom
Cc: Dailey, Karla; Padilla, Monica; Kolling, Grant; Erlich, Bernard;
Ralston, Rosemary; Hartmann, Larry
Subject: FW: Gas meter Station #4

Folks,
          We have a problem with PG&E's natural gas meter #4, which is one
of the meters that records Palo Alto's hourly gas consumption. Looking at
historical data , it seems the problem started in early May 01 . Our
consumption at that meter dropped by approx 85% in May,  97% in Jun and 98%
in Jul, compared to the previous year. Our total metered consumption in
general has been lower this year for May(-22%), Jun(-11%) & Jul(-10%)
compared to last year.

    PG&E notified us of the problem last month and metioned that they were
going to take steps to fix it.I spoke with Frank Arroyo of PG&E regarding
back billing , when and how they
intend to fix the meter and below is his response.

Raveen

-----Original Message-----
From: Arroyo, Frank [mailto:FJA1@pge.com]
Sent: Wednesday, August 29, 2001 5:17 PM
To: 'raveen_maan@city.palo-alto.ca.us'
Cc: Kelly, Drew; De Wild, Bert
Subject: Gas meter Station #4

Raveen

As we discussed the natural gas flow through Palo Alto Station #4, located
at Searsville and Oak Road, appears to be much less than the designed
minimum capacity of the PG&E meter.  The current registered usage has also
been much less recently than in the past.  Apparently there has been
modifications to your distribution system that may be causing less load due
to a redundant supply from a different meter station.  Our Engineering
Department will call the Palo Alto Engineering Department to discuss options
to potentially modify the current metering station.  Based on the noted
natural gas flow through the meter when the meter station was evaluated, it
does not appear that we will be pursuing any corrective billing activities.
Although, we must reserve the right to initiate corrective billing should
the situation dictate.

Please call me if you have questions or if I can be of any assistance.

Frank


You have just used your quota of exclamation points for the remainder of this year and for all of 2002.  It was very fun.

-----Original Message-----
From: Nancy Sellers [mailto:Nancy.Sellers@RobertMondavi.com]
Sent: Monday, December 10, 2001 3:08 PM
To: 'Jeff Dasovich'
Subject: TYTYTYTYTY

Thank you so much for a wonderful night on Friday.  You were far too
generous in paying for dinner since the wine and corkage were our share and
there wasn't much of that!  It was so fun and I think Prentice really had a
good time too.  Lots  of love and kisses!

Nancy
(707) 251-4870 (phone)
(707) 265-5446 (fax)
"Plus je bois, mieux je chante"


---------------------- Forwarded by Peter F Keavey/HOU/ECT on 05/14/2001
07:48 AM ---------------------------

sandra delgado <sdelgado_vitoltvl@yahoo.com> on 05/11/2001 04:30:51 PM
To: PETER.F.KEAVEY@ENRON.COM
cc:
Subject: 26JUL HOUSTON TO NEW YORK= TICKETED

                                          AGENT JH/SS BOOKING REF
ZDJCNC

                                          KEAVEY/PETER

  ENRON
  1400 SMITH
  HOUSTON TX 77002
  PETE KEAVEY X37277

  DATE:  MAY 11 2001                   ENRON

SERVICE               DATE  FROM           TO             DEPART
ARRIVE

CONTINENTAL AIRLINES  26JUL HOUSTON TX     NEW YORK NY    1058A   328P
CO 1969    V          THU   G.BUSH INTERCO LA GUARDIA
                            TERMINAL C     TERMINAL M
                            SNACK                         NON STOP
                            RESERVATION CONFIRMED         3:30 DURATION
                  AIRCRAFT: BOEING 737-800
                            SEAT 06D NO SMOKING CONFIRMED KEAVEY/PETER

CONTINENTAL AIRLINES  29JUL NEW YORK NY    HOUSTON TX     259P    558P
CO 1975    V          SUN   LA GUARDIA     G.BUSH INTERCO
                            TERMINAL M     TERMINAL C
                            SNACK                         NON STOP
                            RESERVATION CONFIRMED         3:59 DURATION
                  AIRCRAFT: BOEING 737-300
                            SEAT 10A NO SMOKING CONFIRMED KEAVEY/PETER

      AIR FARE 241.86       TAX 26.64           TOTAL USD
268.50

                                        INVOICE TOTAL USD
268.50

PAYMENT: CCCA5490850070001643/1103/A211782

RESERVATION NUMBER(S)  CO/MVG8PL

KEAVEY/PETER                             TICKET:CO/ETKT 005 7028381411

CO  FREQUENT FLYER COWH845429
**CONTINENTAL RECORD LOCATOR: MVG8PL
THIS IS A TICKETLESS RESERVATION. PLEASE HAVE A
ICTURE ID AVAILABLE AT THE AIRPORT. THANK YOU
***********************************************
NON-REFUNDABLE TKT MINIMUM $100.00 CHANGE FEE
                  THANK YOU FOR CALLING VITOL TRAVEL

__________________________________________________
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Point	 Buy/Sale	 Counterparty	 On	 Off	 Price	 Deal #
COB N/S	 S	 MIDESTO	 -7	 -7	 19.3	 3689.4
COB N/S	 S	 SPP	 -25	 	180	 556514
BUSBAR	 S	 BPA	 -50	 -50	 30.75	 246561
BUSBAR	 S	 MCMINN	 -5	 -5	 23.7	 199599
MC	 S	 BPA	 -50	 -50	 30.65	 281938
MC	 S	 BPA	 -50	 -50	 42.75	 447576
MC	 S	 BPA	 -50	 -50	 42.9	 448835
MC	 S	 BPA	 -50	 -50	 72	 600521
MC	 S	 BPA	 -50	 -50	 73	 600522
MC	 S	 BPA	 -25	 	75	 658386
MC	 S	 BPA	 -14	 	47.5	 664061
MC	 S	 BPA	 	-13	 47.5	 664061
MC	 S	 BPA	 -25	 	31.85	 871641
MC	 S	 CHELAN	 -7	 -7	 34	 757497
MC	 S	 DOUGLAS	 -25	 	37.15	 831359
MC	 S	 GRAYS	 -10	 	64	 715879
MC	 S	 INTEL	 -4	 -4	 34.6	 802102
MC	 S	 PUGET	 -25	 	205	 531888
MC	 S	 PUGET	 -25	 	150	 642576
Montana	 S	 HOLNAM	 -7	 -7	 80	 668190
Montana	 S	 LOUISIANA PAC	 -7	 -7	 48	 421598
Montana	 S	 LOUISIANA PAC	 -1	 -1	 34.75	 770040
Montana	 S	 LUZENACA	 -5	 -5	 45.11	 406028


It is with regret that I have accepted Steve Jackson's letter of resignation
from Enron.  Steve has made a choice to leave Enron and to join another
company in the industry.  I know that you will join me in thanking him for
his many years of service to Enron and the contributions that he has made.
His risk expertise and his knowledge of ENA transactions will be missed, as
will his leadership on the gas team.  Although Steve's official last day with
the company is in two weeks, today is his last day in the office.  He will be
available by phone over the next two weeks if there are questions that you
may have on any open items that you were covering with Steve.  Patti has his
home number if you need that.  We will also plan a happy hour for Steve and
we will let you know when and where that will take place.

Effective tomorrow, Jeff Gossett will assume leadership of the gas risk
group, reporting to me.  Jeff will join Bob Hall and Leslie Reeves as
business controllers for Natural Gas, to continue to work together to provide
leadership for the processes, controls, people and systems that support all
aspects of this key business for North America.  Please join me in
congratulating Jeff on his new responsibilities.


Jim,

The pilot RTO Info Database is attached as per your request. Please
understand that this is a preliminary Draft of the database.

The database is pretty straightforward. The first page contains a list(with
links) of the current RTO in the database.
Document links for the talking points/Key issues have been completed for
DStar, Florida, and Southeastern.
The others will be completed shortly.

I welcome any suggestions/concerns as I will be changing most of the fields
of the database on an ongoing basis.

DH

p.s. If you have problems entering text or making changes the password to
unprotect the workbook is "Achilles"


Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
----- Forwarded by Carol St Clair/HOU/ECT on 05/16/2000 11:51 AM -----

	MWilson2@milbank.com
	05/13/2000 08:17 AM

		 To: sdwyer@enron.com, mabboudy@enron.com, aedgley@enron.com,
mevans@enron.com, plord@enron.com, baiken@enron.com, bglisan@enron.com,
mike.jakubik@enron.com, jbadillo@enron.com, jginty@enron.com,
donette.dewar@enron.com, alvaro.camarero@enron.com, sschard@enron.com,
dscott@dlj.com, rcabes@dlj.com, scott.sefton@enron.com,
carol.st.clair@enron.com, dhemsey@dlj.com, jball@dlj.com, pwoodbur@dlj.com,
rpiskadl@dlj.com, nora.dobin@enron.com, bherman@dlj.com,
melissa.p.allen@arthurandersen.com, cclementdavies@velaw.com,
jeldredge@velaw.com, smacgibbon@velaw.com, tchandler@velaw.com,
acurry@velaw.com, mschimberg@velaw.com, mkidwell@velaw.com,
awright@velaw.com, eosterberg@velaw.com, mrh@mm-brig.mottmac.com,
jl1@mm-brig.mottmac.com
		 cc: TSiebens@milbank.com, PFletcher@milbank.com, TDavis@milbank.com,
BKayle@milbank.com, LKeene@milbank.com, FKneip@milbank.com,
FPuleo@milbank.com, ERayner@milbank.com, AWalker@milbank.com,
JEveling@milbank.com
		 Subject: Margaux Certificate Purchase and Trust Agreements

Please see attached cover memo.

Regards,

Melanie Wilson Salinas
Milbank, Tweed, Hadley & McCloy
Dashwood House
69 Old Broad Street
London? EC2M 1QS
ph.:? 020 7448 3022
fax:? 020 7448 3029
email:? mwilson2@milbank.com

 <<Cover Memo.doc>>  <<Certificate Purchase Agreement.doc>>  <<Equity Trust
Agmt.doc>>  <<Issuer Trust Agreement.doc>>

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.

 - Cover Memo.doc
 - Certificate Purchase Agreement.doc
 - Equity Trust Agmt.doc
 - Issuer Trust Agreement.doc


I don't know him.

Frank W Vickers
11/22/2000 11:54 AM
To: Scott Neal/HOU/ECT@ECT
cc:
Subject: Organization

Scott,  Dave Delainey called me yesterday and asked us to take on Bill
Broagan.  I sent you his resume.  I told Dave that I was not sure about him
and that you and I had not yet discussed him.  Dave asked that we take him on
and if there is a problem he will deal wth it.

FYI

Frankl


As you may know, Project Ghost was unwound eff. 3/31/00.  I believe that
Project MacArthur was also unwound. (but I haven't seen anything).  Also,
Project Blackbird is in the process of being unwound.  Each will have a Swap
Termination Agreement.  Brenda Funk should be organizing closing docs.
Please make necessary entries on Lotus Notes and keep supporting
documentation in the files.  I don't see Projects Ghost, Spector or Hawaii on
Lotus Notes (these show up on your status of files list to Mark.  Thanks and
let me know if you have any questions.  Sara


Enron Net Works and Enron Global Strategic Sourcing (GSS) recently completed a company-wide review of Enron's existing telecommunication operations and related services.  As a result of this analysis, we are pleased to announce that we have chosen MCI WorldCom, as Enron's primary telecommunications provider.

Under the new agreement, MCI WorldCom will provide long distance services, calling cards and data services to Enron locations worldwide. Although the initial implementation process will begin immediately, more detailed information on how existing telecommunication services will be transferred to MCI will be distributed within the next 30 days.

With the execution of this agreement, Enron will receive savings of $18 million over the next two years.

If you have questions regarding commercial aspects of this agreement, please feel free to contact Tom Moore, GSS Senior Contract Manager at 713-345-5552.  For technical issues, please contact Keith Dziadek, Senior Director of Information Technology at 713-646-6236.


Start Date: 2/7/02; HourAhead hour: 3;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2002020703.txt
###Cannot locate a Preferred or Revised_Preferred Schedule that matches the FINAL Individual Interchange Schedule.  Unable to assign deal number.


we got this legal & privacy section from EOL.  do we need to include this
information ?

thanks,  mve
---------------------- Forwarded by Michael Eiben/HOU/ECT on 11/30/2000 04:24
PM ---------------------------

meiben@ect.enron.com on 11/30/2000 04:21:03 PM
Please respond to meiben@ect.enron.com
To: michael.eiben@enron.com
cc:
Subject: Legal And Privacy Information.htm

LEGAL AND PRIVACY INFORMATION

1. All information and material including images, text and audio on this
website is the property of Enron Corp. and/or its subsidiaries (and/or its or
its subsidiaries' licensors) (collectively "Enron") and is subject to
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with fanciful E (color), are all trademarks owned by Enron Corp. All other
trade marks on this website are the property of their respective owners. You
are entitled to view, copy and print any documents from this website but only
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Application, in which case the Online User Agreement and all terms and
conditions referred to therein shall govern your access and utilization of
this website. Copies of the Online User Agreement may be obtained through the
"Registration" Section on this website. This website is intended only for
commercial enterprises in certain specified jurisdictions.
3. This website and the information and material which it contains are
subject to change at any time by Enron without notice and Enron reserves the
right to suspend, terminate or restrict your access to or use of this
website. All warranties, whether express or implied, as to the accuracy or
completeness of the information contained on this website or in respect of
any materials or products referred to on this website are hereby excluded to
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great--thanks for the update

 -----Original Message-----
From: 	Rapp, Bill
Sent:	Wednesday, November 07, 2001 8:47 AM
To:	Porter, Gregory J.; Fossum, Drew
Subject:	RE: Northern Natural Gas - Marketing Affiliate Compliance

	Actually, there was one new development late yesterday. Frazier wasn't entirely comfortable with having Andy Fastow in that role in the first place since he may have had access to transportation/capacity information in his capacity as CFO of Enron Corp. The same concern would, of course apply to Andy Fastow's successor. That was why Frazier had suggested Cindy Olsen. I spoke with Mary Kay and told her about this concern. She understands, but continues to feel that we should be able to come up with someone who is more substantively involved in Enron's underlying businesses but who does not have access to transportation/capacity information. I'll work with Frazier to see if we can identify someone. So, let's hold off for now in contacting Jeff McMahon. I'll keep you updated. Thanks.

 -----Original Message-----
From: 	Porter, Gregory J.
Sent:	Wednesday, November 07, 2001 6:59 AM
To:	Rapp, Bill; Fossum, Drew
Subject:	RE: Northern Natural Gas - Marketing Affiliate Compliance

I have no objection.  Drew do you want to contact McMahon's office or should I.  Either way is fine.  Greg

 -----Original Message-----
From: 	Rapp, Bill
Sent:	Tuesday, November 06, 2001 10:11 AM
To:	Fossum, Drew; Porter, Gregory J.
Subject:	FW: Northern Natural Gas - Marketing Affiliate Compliance

Any objections to Mary Kay's suggestion? If not, I'll probably need the help of one of you in contacting Jeff McMahon.

 -----Original Message-----
From: 	Miller, Mary Kay
Sent:	Tuesday, November 06, 2001 10:02 AM
To:	Rapp, Bill; Hartsoe, Joe; Pavlou, Maria
Subject:	RE: Northern Natural Gas - Marketing Affiliate Compliance

Why wouldn't we just use Andy's replacement?  Cindy is communciation and HR, not much fit there at all-  MK

 -----Original Message-----
From: 	Rapp, Bill
Sent:	Tuesday, November 06, 2001 8:52 AM
To:	Miller, Mary Kay; Hartsoe, Joe
Subject:	Northern Natural Gas - Marketing Affiliate Compliance

I'm a new addition to the gas pipeline legal group, having recently transferred from the EES legal department. Among other things, I'll be handling Northern Natural's compliance with the marketing affiliate rule.

An issue has come up with Northern as a result of the recent changes at Enron Corp.

Andy Fastow is currently shown in the organizational chart on Northern Natural's electronic bulletin board as "President, Northern Pipeline Sales Division".  Apparently, he was named to this position because he was not an officer or director of one of our marketing affiliates and was also not an officer or director of Northern. This satisfied the requirements of the marketing affilate rule. Given recent personnel changes at Enron Corp., it's now necessary to find a replacement for Andy Fastow. Frazier King suggested Cindy Olson, who also is neither an officer or director of a marketing affiliate nor an officer or director of Northern.  We wanted to run this by both of you before proceeding further. We would appreciate your thoughts. Thanks.


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

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

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

		 To: jdasovic@enron.com
		 cc:
		 Subject:

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

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

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

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

Our assessment of the supply/demand picture in California.

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

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

Regards,
Ken

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

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

2. Key Barriers to Distributed Generation

Excessive and Unnecessary Utility Stand-by Charges

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

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

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

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

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

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

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

Summary of the Source of the Credit Risk Issue

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

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

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

Options to Resolve Concerns Regarding Credit Risk

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Carl,
These are the only hotels located in the downtown area:

Doubletree Hotel
713-759-0202

Four Seasons Hotel
713-650-1300

Hyatt Regency Houston
713-654-1234

Crowne Plaza Downtown
713-739-8800

DG


---------------------- Forwarded by Shanna Husser/HOU/EES on 11/08/2000 01:15
PM ---------------------------

"Cannizaro, Brandi BZ SSI-GRA" <BC202449@MSXSOPC.SHELL.COM> on 11/08/2000
01:14:31 PM
To: "'shusser@enron.com'" <shusser@enron.com>
cc:
Subject: RE: B-Day

No biggie ... give me a call back when you get a chance to chat some more
:))

Yep, we ate at the rainforest ... the atmosphere is AWESOME ... definitely
worth eating there for the experience ... but, the food is nothing special
... different stuff to choose from but a little overpriced for the tastiness
....
anyway ... that's my rating :))
the one in orlando is much better than the one in houston ............

-----Original Message-----
From: shusser@enron.com [mailto:shusser@enron.com]
Sent: Wednesday, November 08, 2000 12:36 PM
To: BC202449@MSXSOPC.SHELL.COM
Subject: Re: B-Day

Sorry I didn't get a chance to call you back yesterday- swamped over here-
especially after being gone all of last week.

Keep me posted on what ya'll want to do for Michelle's birthday.

Didn't you tell me that ya'll had eaten once at the Rainforest Cafe?  How
was that?  Eric was asking me about it- and I thought I remembered you
telling me that you had went awhile back.

"Cannizaro, Brandi BZ SSI-GRA" <BC202449@MSXSOPC.SHELL.COM> on 11/08/2000
10:47:10 AM

To:   "'Michelle Thompson'" <mthomps@enron.com>,
      "'Shanna.Husser@enron.com'" <Shanna.Husser@enron.com>
cc:
Subject:  B-Day

Well --  We've got another birthday coming up :)))  Yeah, Michelle !!
It's the 24th of this month, which is Thanksgiving time .... So, any
preferences to when you want to celebrate ??

do we do our usual cheesecake factory or should we try something new ??
It's up to you !! :))

Brandi Cannizaro
Systems Analyst, Computer Services
Office:  N/MOA 101 / Phone:  713-246-6231
Email:  bcannizaro@shellus.com
Shell Services International supporting Shell Deer Park Refining Company


Suggestions......
---------------------- Forwarded by Kenneth Seaman/HOU/ECT on 01/04/2000
12:47 PM ---------------------------

Pat Clynes@ENRON
01/04/2000 12:46 PM
To: Kenneth Seaman/HOU/ECT@ECT, Robert E Lloyd/HOU/ECT@ECT
cc:
Subject: Industrials

Ken and Robert,
The industrials should be completely transitioned to Robert as of January 1,
2000.
Please let me know if this is not complete and what else is left to
transition.
Thanks,  Pat