California Adopts Variable Pricing, Raising Ire of Generators, Traders
The Wall Street Journal, 10/30/00

Enron Offers Cash To Help Azurix Take Itself Private
The Wall Street Journal, 10/30/00

Companies: U.S. Companies
The Wall Street Journal Europe, 10/30/00

Wessex switch likely
The Times of London, 10/28/00

Enron water unit could go private under loan plan
Houston Chronicle, 10/28/00

Quietly, Bush's team talks about transition; Plenty of folks in Austin would
love to follow Bush to D.C.
Austin American-Statesman, 10/28/00

Dynegy: Calif Price Caps Will Compromise Elec Reliability
Dow Jones Energy Service, 10/28/00

SEC Filing Shows 3rd Parties Contacted Enron About Azurix
Dow Jones News Service, 10/27/00

Enron offers to buy out Azurix
Financial Times, October 27 2000

California Adopts Variable Pricing, Raising Ire of Generators, Traders
By Rebecca Smith
Staff Reporter of The Wall Street Journal

10/30/2000
The Wall Street Journal
A4
(Copyright (c) 2000, Dow Jones & Company, Inc.)

LOS ANGELES -- In the latest attempt to fix California's troubled deregulated
energy market, officials adopted a unique variable-pricing plan that already
is being criticized by power generators and traders as unworkable and praised
by utilities and consumers as much needed protection against gouging.
Under the plan, adopted late last week by the governing board of the
California Independent System Operator, or ISO, a quasipublic agency
responsible for maintaining electricity reliability in the state, the cap on
wholesale power will be reset hourly from about $65 per megawatt hour at
low-demand times to no more than $250 an hour at periods of high demand. It
was the third time this year that officials effectively lowered the price cap
on wholesale electricity in a bid to contain -- so far unsuccessfully --
soaring total power costs.
The move underscores the chaotic atmosphere prevailing in California's power
market after a two-year-old experiment in deregulation has come undone. In
other deregulated markets such as New York and New England, prices are capped
at $1000 per megawatt hour, which are intended to be low enough to prevent
market abuse but high enough to give generators incentive to build new
plants. California's system was supposed to work the same way. But because
utilities in California divested themselves of the bulk of their plants but
weren't allowed to lock in fixed-price supply contracts, unlike in the other
markets, merchant generators have had much greater sway over prices here on
the spot market, where most power trades.
During the first nine months of the year, the average price of wholesale
electricity was $90 per megawatt hour in California, triple the price of a
year earlier. Even on cool days in October, the price generally has remained
above $100 per megawatt hour. California utilities have lost money on those
power purchases because their customers' rates are frozen at $54 to $65 per
megawatt hour, far lower than the average price utilities have had to pay for
that power. The deficits exceeded $5 billion in the June-to-September period.
California utilities buy the power used by their customers from the
state-sanctioned auctions administered by the ISO and a sister organization,
the California Power Exchange. In New York and New England, by comparison,
less than 20% of power is purchased from the spot markets because utilities
there were able to sign the fixed-price contracts, which California utilities
weren't allowed to do. The price-cap decision passed last week by a vote of
13 to 10, primarily with support from utilities and board members
representing consumer interests. It was pushed aggressively by Pacific Gas &
Electric Co. and Southern California Edison, the state's two big
investor-owned utilities that have gotten caught in the price-spike vise this
year.
Some ISO members say they had no choice but to support the measure to ratchet
down price caps. "We're going after the windfall profits," said S. David
Freeman, general manager of the Los Angeles Department of Water and Power,
who voted for the measure. "What we've got now is a market accustomed to
ripping off the consumer. This can't be allowed to go on."
But other experts said the hasty measure may make California's problems even
worse. "The short-term regulatory fix is always to fix prices," said Pam
Prairie, director of the Institute of Public Utilities at Michigan State
University in East Lansing. "But there's a real danger you'll set prices too
low and make your supply problems even worse."
Other economists agreed. "At best, this is poorly administered cost-based
regulation," said Frank Wolak, an economics professor at Stanford University
who sits on an independent market-monitoring committee at the ISO. "At worst,
it creates all sorts of perverse market incentives."
For example, it may increase the problem of "megawatt laundering" on hot days
in which in-state generators sell power to out-of-state customers who then
sell it back into the state, effectively bypassing the cap. Likewise, it
could encourage generators to build new plants outside of California, rather
than where they are needed near its major cities, also to avoid the cap. In
the end, it could increase stresses to the state's already overburdened
transmission system.
In fact, the decision already has brought to a halt the state's forward
electricity market, which allows wholesale customers to sign contracts for
power they will use in the future. The market had been trading as much as
1,000 contracts a week. On Friday, there was practically no activity.
"This decision shows the height of lunacy," said Rick Shapiro, a managing
director at Enron Corp., the giant Houston-based energy trader. Mr. Shapiro
said Enron and other generators will file appeals at the Federal Energy
Regulatory Commission asking that the new pricing formula be rescinded.
It is possible the FERC may throw out the pricing formula anyway. It is
expected to issue a major order on Nov. 1 directing changes in California's
market structure. That order will include its determination of the
effectiveness of price caps. It also is expected to judge the merits of the
governance structure at the ISO, which has lately been marked by infighting.
Recently, consumer groups have charged that the ISO board has put the
business interests of its members ahead of members' fiduciary duty to
California residents.
The most recent price-cap measure was approved over the objections of
executives at the ISO whose job it will be to implement the formula. ISO
Chief Executive Terry Winter said the measure is flawed because it doesn't
take into account the amount of power available to the California market. Mr.
Winter fears the caps will place the state at a disadvantage relative to
neighboring states with no price caps. About 11 states are electrically
interconnected in the West, meaning power can be moved between them and chase
the highest prices.
"We keep getting accused of making our market too complicated," Mr. Winter
said. "Then along comes this proposal" with caps that would adjust repeatedly
throughout the day, depending on demand.

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

Enron Offers Cash To Help Azurix Take Itself Private
By Rebecca Smith
Staff Reporter of The Wall Street Journal

10/30/2000
The Wall Street Journal
A12
(Copyright (c) 2000, Dow Jones & Company, Inc.)

Enron Corp. offered to lend Azurix Corp., an Enron spinoff, $275 million so
that it could take itself private.
Enron, which has been frustrated with the global water company's performance,
suggested Friday that public shareholders receive a cash offer of $7 a share
for their Azurix stock. While nearly double the stock's value prior to the
offer, the suggested price nevertheless was far below the $19 at which Azurix
made its debut in 1999.
An Azurix spokeswoman said the board, on which Enron has seats, had not yet
decided how to treat the Enron offer. An Enron spokesman said that taking the
company private would "give us more opportunity to directly affect our
investment." In 4 p.m. New York Stock Exchange composite trading Friday,
Azurix soared $3 to $6.56 in heavy trading.
Azurix had hoped to create a splash by doing to the water business what Enron
had done to the energy business -- increase competition and provide trading
skills capable of creating new financial products out of old commodities. But
Azurix stumbled, nearly from the outset. Deregulation of the water business
and government privatizations of water systems, on which it was counting,
were slow to come, crimping growth opportunities and profit. And Enron,
accustomed to higher, faster returns, grew impatient with the
capital-intensive water business.
The company's first chief executive, Rebecca Mark, a onetime head of Enron's
international division, resigned in the summer with the agreement of Enron
executives, who said it was time for new leadership. The incoming chief
executive, John Garrison, said he would look for buyers for some of the
company's businesses; he was unavailable to comment Friday. Ms. Mark was
believed to be considering making an offer for some of those businesses,
herself. She declined a request for an interview.
In its letter to Azurix officers, Enron said the water company received four
offers from prospective suitors after Ms. Mark's departure, the best of which
came from an unidentified bidder who offered $7 a share and went through a
lengthy due-diligence process before backing down, apparently spooked by
Azurix's cash flow, capital structure, tax considerations and some securities
litigation.
In its proposal letter, made public Friday, Enron said it concluded "that
there is no other buyer willing to pay the $7" and so proceeded with its own
offer. But Enron said it won't try to limit Azurix's ability to negotiate a
better deal with others, should they come forward. Finally, Enron noted that
Azurix had considered various partial or full-liquidation alternatives but
said they didn't seem likely to produce more than $7 a share.

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

Companies: U.S. Companies

10/30/2000
The Wall Street Journal Europe
5
(Copyright (c) 2000, Dow Jones & Company, Inc.)

Enron Offers Loan to Azurix
Enron Corp. offered to lend Azurix Corp., an Enron spinoff, $275 million
(327.6 million euros) so that it could take itself private. Enron, which has
been frustrated with the global water company's performance, suggested Friday
that public shareholders receive a cash offer of $7 a share for their Azurix
stock. While nearly double the stock's value prior to the offer, the
suggested price nevertheless was far below the $19 at which Azurix made its
debut in 1999. (Staff)

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

Business
Wessex switch likely
Adam Jones in New York

10/28/2000
The Times of London
News International
2W
64
(Copyright Times Newspapers Ltd, 2000)

Wessex Water's American parent company is likely to be taken private after a
disastrous 14-month spell as a quoted company.
Wessex, which provides water services to the South of England, was bought by
Azurix in 1998 for Pounds 1.6 billion. Azurix wanted to use Wessex's
expertise in privatised water supply to build a global business. However,
since listing at $19 a share in June last year, Azurix stock has gone into
freefall, closing at less than $4 earlier this week. Azurix slumped because
it drastically misjudged the number of privatisation opportunities.
It emerged last night that Enron, the Texan energy and trading company that
is Azurix's biggest shareholder, has taken the unusual step of offering to
lend Azurix $275 million (Pounds 190 million) to buy its publicly held
shares, thereby taking it private.
The Enron proposal would value Azurix at about $800 million or $7 per share -
63 per cent less than the IPO price. Enron would control Azurix and Wessex
Water if it went private.

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

BUSINESS
Enron water unit could go private under loan plan
NELSON ANTOSH
Staff

10/28/2000
Houston Chronicle
3 STAR
1
(Copyright 2000)

Enron offered Friday to lend Azurix, its struggling water affiliate, about
$275 million so Azurix can go private by purchasing 38.6 million shares that
are publicly traded.
The deal would have Azurix buying back its stock at $7 per share, about
double what the shares were trading for Thursday. That's a big comedown for
Azurix shares, which sold for $19 each when the Houston company went public
in June 1999.
The maneuver technically can be called a "take-under," said analyst Carol
Coale of Prudential Securities in Houston. She also described it as Enron's
least painful solution for what to do with the venture that never lived up
its ambitious plans.
"Nothing about Azurix has been positive for Enron, in my view," said Coale.
"This is a solution to a problem."
Azurix spokeswoman Diane Bazelides said its board is studying Enron's
proposal. She added that it was too early to comment on the offer because the
proposal's structure had not been outlined.
Enron imposed no deadline for a decision by Azurix, but reserved the right to
withdraw the offer if Azurix's position with prospective customers and
employees deteriorated.
One of Enron's conditions is that Azurix not sell any major assets before the
buyout.
The deal would not change Enron's large stake in Azurix, said Palmer. It owns
a third, while the other third is owned by the Atlantic Water Trust, in which
Enron owns a 50 percent voting interest.
The proposal's advantages include giving public shareholders a premium to the
market price, said Enron spokesman Mark Palmer.
The common stock of Azurix zoomed Friday on the news, gaining $3 to close at
$6.56 on the New York Stock Exchange.
Becoming a private company would give Azurix management greater flexibility
in restructuring. Coale said it would reduce Azurix's general and
administrative costs, helping it to bid against lower- cost foreign
competition, particularly two big French companies. Azurix's high cost
structure has been its primary problem, she said.
Azurix has been looking at cost and strategies ever since it got a new
president and chief executive on Aug. 25, said Bazelides. That was the date
that Rebecca Mark resigned as Azurix's high-profile chairman and chief
executive.
Enron and Azurix have been looking at "strategic alternatives" for nine
months, J. Mark Meets, Enron's executive vice president for corporate
development, said in a letter filed with the Securities and Exchange
Commission.
One alternative was selling the company, he said.
That didn't work out because the offers from three companies didn't exceed $4
per share.
The fourth potential buyer said it would consider offering $7 per share, said
Meets. But that suitor backed out, citing reasons like cash flow, complexity
of the capital structure, tax considerations and pending securities
litigation.
"We are obviously quite disappointed by this most recent turn of events,"
Meets said in the letter. "However, we strongly believe that there is no
other buyer willing to pay the $7 per share initially proposed (but later
withdrawn) by the fourth bidder."

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

Quietly, Bush's team talks about transition; Plenty of folks in Austin would
love to follow Bush to D.C.
Ken Herman American-Statesman Capitol Bureau Chief

10/28/2000
Austin American-Statesman
A1
(Copyright 2000)

Not long ago, at a glossy wooden table in a Texas Capitol office, two of Gov.
George W. Bush's high-level appointees discussed one of the key issues in
state government these days. It involved the relative merits of White House
posts that could be available to the two appointees if Bush becomes
president.
Asked this week whether it's a common topic around the Capitol, one of the
appointees gestured to the anteroom of his office and made a motion
indicating that even the midlevel folks have Washington on their minds.
Near the banks of the Colorado, Potomac Fever is a near-epidemic.
And though it is political faux pas to be too open about doing White House
transition planning before Election Day, be assured it is going on at Bush
headquarters, where top officials are cognizant of the fine line between
looking too confident now and looking too unprepared later.
The candidate himself -- as well as his top aides -- steers clear of
transition talk. When asked who might wind up in his Cabinet, Bush looks
backward instead of forward, saying that his selection of Dick Cheney as his
running mate should offer a glimpse of the kind of people who would wind up
in his administration.
The transition work, such that it is, is under the aegis of longtime Bush
friend and aide Clay Johnson, who began as head of the gubernatorial
appointments office and now serves as chief of staff. Johnson said nobody has
been interviewed for any Washington post, but he has compiled a file of folks
who are interested in serving in a Bush administration.
Johnson also has been reading up on previous transitions -- ones that went
well and ones that didn't. His preliminary conclusion is that the outgoing
administrations are generally helpful and supportive, even if they were
ousted by the incoming administration. It's the incoming administrations that
can make the mistakes, he said.
There is no shortage of think tanks that have think-tanked the topic. Back in
August, the Heritage Foundation, based in Washington, issued a transition
handbook titled "The Keys to a Successful Presidency."
"Though we really don't expect either campaign to talk about it (and would
discourage them from doing so), the message here is it's time to start
planning for a possible presidential transition, quietly, well behind the
scenes, but with the understanding that the preparation done during the next
70 or so days, and the work done in the 70 or so days that follow (between
the election and the inauguration) will very well determine the initial
success or failure of the next administration," Herbert Berkowitz, a
foundation vice president, said in releasing the study.
All indications are that the Bush team has been following the advice, with
Johnson at the helm.
Johnson cautions against expectations that a Bush administration would be
overloaded with Texans.
"It's the United States of America, not the United States of Texas," he said.
Despite that caveat, there is no shortage of Texans who are considered
shoo-ins to fill some of the thousands of slots Bush could offer if he wins.
Johnson confirms that he is very interested in a Washington job. Early
speculation among Bush aides makes Johnson a potential leading contender for
head of personnel at the White House.
Karen Hughes, Bush's communications director since his 1994 gubernatorial
campaign, is expected to become Bush's press secretary if he wins the White
House. Karl Rove, Bush's longtime political guru, also will be on board,
though he could wind up with an out-of- the-White-House post, perhaps at the
Republican National Committee.
Not as certain is the potential future for Joe Allbaugh, who is part of the
"iron triangle" of top advisers -- along with Rove and Hughes -- who have
been on board with Bush since the 1994 campaign. Allbaugh serves as manager
of the presidential campaign and previously served as chief of staff in the
governor's office.
Capitol speculation indicates Allbaugh could decide to skip a White House
post, possibly in favor of a lobbying job, if he is not tapped as chief of
staff. That post could go to Don Evans, a longtime Bush friend who headed the
megasuccessful fund-raising effort for the presidential campaign.
However, not everyone has Potomac Fever. For example, Terral Smith, Bush's
legislative director, said he will stay in Austin to lobby.
In addition to the speculation about appointees, the approaching election has
sparked talk about when Bush might leave office if he wins. Under the U.S.
Constitution, he could remain governor until he has to become president on
Jan. 20.
Much more likely, however, is that Bush would leave office sooner than that,
perhaps as soon as two or three weeks after the Nov. 7 election, if he wins.
That could cause a housing problem for Bush, whose main residence is the
Governor's Mansion, which comes as a free perk of the job. The Bushes have a
home under construction at their ranch in Crawford, near Waco. The ranch also
has a smaller house in which the Bushes now spend weekends.
Not out of the question is that Bush could work out an arrangement with Lt.
Gov. Rick Perry, who would become governor if Bush resigns, to remain in the
Governor's Mansion for several weeks after he leaves office.
If the race among Texas senators to replace Perry as lieutenant governor
complicates the timing of the resignation, Bush could stay in the governor's
office a little longer, but no later than the first week of January. After
all, he will want to give Perry time to bask in his gubernatorial
inauguration before the Legislature convenes Jan. 9.
No matter when Bush resigns, confidantes believe he might use his Crawford
ranch for interviews with potential top-level appointees, including Cabinet
members.
You may contact Ken Herman at kherman@statesman.com or 445-1718.
Washington buzz A look at Bush allies expected to get appointments in a Bush
administration: * Texas Secretary of State Elton Bomer * State Rep. Tom
Craddick, R-Midland * Public Safety Commission Chairman Jim Francis of Dallas
* Texas Railroad Commissioner Tony Garza* Texas Supreme Court Justice Al
Gonzales * Former Dallas ISD board President Sandy Kress * Kenneth Lay of
Houston, chief executive officer of Enron * Ralph Marquez of Texas City,
member of the Texas Natural Resource Conservation Commission * Vance McMahan
of Austin, a policy adviser in the governor's office * Harriet Miers of
Dallas, Bush's personal lawyer and former appointee to the Texas Lottery
Commission * Pat Oxford, Houston lawyer and member of the University of Texas
System Board of Regents * Pat Wood of Austin, chairman of the Texas Public
Utility Commission * Margaret La Montagne, the governor's education adviser

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

Dynegy: Calif Price Caps Will Compromise Elec Reliability

10/27/2000
Dow Jones Energy Service
(Copyright (c) 2000, Dow Jones & Company, Inc.)

LOS ANGELES -(Dow Jones)- A Dynegy executive said Friday that the California
Independent System Operator's plan to impose hourly price caps on the
wholesale power market will compromise reliability by forcing generators to
sell electricity out of state.
"If the ISO says it will not buy above a certain price and generators cannot
operate below that price, then we have no choice but to find other markets to
participate in," said Dynegy senior vice president of marketing and trading
asset management Lynn Lednicky. "That may lead to the ISO not finding the
power it needs at a price it wants to pay."
The ISO plans to construct hourly price caps each month based on forecast
load, natural gas prices and generation unit efficiency. The caps will take
effect Nov. 3 or soon therafter.
Dynegy Inc. (DYN) sent a letter to the Federal Energy Regulatory Commission
asking it to address reliability consequences of the price caps before Nov.
3. Dynegy specifically requested that FERC discuss the issue at its Nov. 1
meeting, when it will release a report on California's electricity problems.
Enron Corp. (ENE) and Southern Company (SO) share Dynegy's concerns about
reliability and plan to petition FERC about the issue, said a trader
listening in to a conference call between the three companies.
-By Jessica Berthold, Dow Jones Newswires; 323-658-3872;
jessica.berthold@dowjones.com

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

SEC Filing Shows 3rd Parties Contacted Enron About Azurix
By Christopher C. Williams

10/27/2000
Dow Jones News Service
(Copyright (c) 2000, Dow Jones & Company, Inc.)

Of DOW JONES NEWSWIRES

New York -(Dow Jones)- Shares of Azurix Corp. (AZX) jumped 84% in heavy
trading Friday after parent Enron Corp. (ENE) proposed to take the company
private in a $7-a-share buyout.
Filings with the Securities and Exchange Commission showed that Enron made
the proposal after not being satisfied with offers it had received from four
third parties for its stake in Azurix.
In a letter to two members of Azurix's board, Enron said three potential
buyers "were unlikely to be willing to pay more than the then-current market
price of approximately $4 a share."
Enron said a fourth potential buyer indicated it would consider a $7-a-share
offer, but it said that proposal was recently withdrawn. "The reasons given
by the bidder included pro forma cash flows, the complexity of the capital
structure, tax considerations and the currently pending securities
litigation," the letter said.
Mark Palmer, a spokesman for Houston-based Enron, declined to say whether
Enron was entertaining current third-party interests or was in any talks with
other parties regarding its Azurix stake.
In New York Stock Exchange composite trading, Azurix ended Friday up $3 to
$6.56 on 2.8 million shares, compared with average daily volume of 239,000
shares. Enron was up $1.38, or 1.8%, to $78.88 on 1.6 million shares,
compared with its daily average turnover of 2.4 million.
In the SEC filing, Enron, saying it's familiar with Azurix's various partial
and full liquidation alternatives, said its buyout proposal is conditioned
upon Azurix not selling any significant assets prior to the buyout.
"Although we agree that such plans may result in greater value to Azurix's
shareholders than the maintenance of the status quo, we believe that these
options almost certainly will not result on a present value in a greater
return to Azurix's shareholders than $7 a share," the letter said.
Enron also said its buyout proposal doesn't include any breakup fees or other
"deal protection devices." This frees Azurix's board to pursue an acquisition
that "might provide greater value" to shareholders.
Daine Bazelides, a spokeswoman for Azurix, declined to say whether Azurix is
now entertaining offers for the company. She did, however, confirm the
information contained in Enron's filing. "The historical information in the
filing is factually correct," she told Dow Jones Newswires.
She said she doesn't know when Azurix board will respond to Enron's proposal.
In the filing, Enron didn't set a deadline, but warned that Azurix's position
with customers and employees may deteriorate further. "We must therefore
reserve the right to withdraw our proposal at any time," Enron's letter said.
In the letter, Enron pointed out that Azurix had retained two
"internationally recognized investment bankers" early this year to evaluate
strategic alternatives, which included the potential sale of the company to
unrelated third parties.
Enron said it strongly believes there isn't another buyer willing to pay $7 a
share for Enron's indirect interest in Azurix. "We believe it is in Azurix's
best interest, as well as the best interest of its shareholders and
employees, if Azurix were no longer a publicly traded company," Enron said.

-By Christopher C. Williams, Dow Jones Newswires, 201-938-5219;
christopher.williams@dowjones.com

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

Enron offers to buy out Azurix
Financial Times
By Hillary Durgin in Houston
Published: October 27 2000 23:31GMT | Last Updated: October 27 2000 23:36GMT

Enron, the Houston-based energy and trading group, said on Friday it had
offered up to $275m in funding to take Azurix private at a buy-out price of
$7 per share.
The specific structure of Enron's proposal has yet to be determined, Enron
said. Azurix said its board would now consider the proposal. The timing of
any decision was unclear.
Enron owns directly and indirectly about 66 per cent of Azurix, the troubled
Houston water company, whose main asset is UK-based Wessex Water.
The buyout offer is the latest development in a history of problems at
Azurix, which was spun off from Enron and taken public at an offering price
of $19 per share.
But a combination of poor market timing, competitive industry conditions and
empty promises by the company on Wall Street took their toll on the company,
whose shares have since plummeted and have been trading most recently around
the $3-per-share range. In August, Rebecca Mark, Azurix chief executive
officer, resigned both from Azurix and from the board at Enron.
Enron's offer came after four unnamed parties approached Enron about buying
its stake in Azurix.
While three of the four were unwilling to pay more than the then market price
of about $4 per share, a fourth party who was considering offering $7 per
share (before accounting for any dilution for stock options) later declined
to pursue the transaction, Enron said in Friday's letter to Azurix, outlining
the buyout proposal.
"We strongly believe that our proposal is fair to Azurix's public
stockholders," the letter stated. "Our proposed transaction would permit
Azurix's stockholders to receive, on a timely basis, a cash payment for their
shares that is significantly above the price at which those shares have
traded in several months."
Analysts that follow Azurix and had valued the shares at between $6 and $8
per shares said the offer was fair. Analysts that follow Enron said that
Azurix's business strategy had proved to be a failure and was characteristic
of the hard asset approach that Enron has gradually distanced itself from.
Enron's shares closed at $78.88 up $1.38 on Friday. Azurix's shares rose $3
to close at $6.56.


Legal Team--

Attached below is a credit worksheet for deal #'s YE2249.1/2 & YE2140.1 executed yesterday 10/26/01 with Millennium Gas Marketing, LLC.  Please prepare an omnibus confirmation to be sent out.

Thanks,

Veronica


---------------------- Forwarded by Chris Germany/HOU/ECT on 04/24/2000 07:21
AM ---------------------------

dkinney@columbiaenergygroup.com on 04/21/2000 02:36:13 PM
To: " - *Kevin.Ruscitti@enron.com" <Kevin.Ruscitti@enron.com>, " -
*chris.germany@enron.com" <chris.germany@enron.com>
cc: " - *Molly.Johnson@enron.com" <Molly.Johnson@enron.com>, " - *Dalphon,
Charles" <cdalpho@columbiaenergygroup.com>, " - *Scott, David"
<dscott1@columbiaenergygroup.com>, " - *Bizik, Kim"
<knovsek@columbiaenergygroup.com>, " - *Jones, Donna"
<djones1@columbiaenergygroup.com>, " - *Destephanis, Kara"
<kdestep@columbiaenergygroup.com>, " - *Boyd, Heidi"
<hboyd@columbiaenergygroup.com>, " - *cfrankl2@enron.com"
<cfrankl2@enron.com>, " - *joan.veselack@enron.com"
<joan.veselack@enron.com>, " - *vversen@enron.com" <vversen@enron.com>, " -
*cindy.vachuska@enron.com" <cindy.vachuska@enron.com>, " -
*cora_pendergrass@enron.com" <cora_pendergrass@enron.com>, " -
*mmitche2@enron.com" <mmitche2@enron.com>, " - *scott.goodell@enron.com"
<scott.goodell@enron.com>, " - *steve.gillespie@enron.com"
<steve.gillespie@enron.com>, " - *cgarcia@enron.com" <cgarcia@enron.com>, " -
*despey@enron.com" <despey@enron.com>, " - *joann.collins@enron.com"
<joann.collins@enron.com>
Subject: CES First-of-the-Month Requirements for May '00

The attached file contains the May '00 Baseload citygate and storage
injection/(withdrawal) requirements.   Please note the caveats in the Comments
worksheet.  We will address those promptly on Monday.    CES personnel note
that the attached file is archived on the network in P:\Energy
Ops\Enron\May_00\  so you don't need to save it elsewhere.

Have a nice weekend.

Doug Kinney
Ph:  703-561-6339
Fax:  703-561-7317

 - May00_FOM_Reqs.xls


I didn't read through all of the names, but wanted to make sure that we are
including Beth Apollo on invites to participate in recruiting.  I think that
I mentioned her to you.  She is a VP who joined my team in January after
spending four years in Enron's London office.  She graduated from Trinity and
worked in public accounting before coming to Enron.  She would be great to
have on a team.  I would love for her to join us at UT, but if she has
another preference that is great, too.  If she is not on your list yet, why
don't you call her for an introduction and give her the rundown on the
schools that you are responsible for so that she can make a choice.  Thanks.
--Sally

	Enron North America Corp.

	From:  Lexi Elliott @ ENRON                           04/04/2001 03:44 PM

To: Richard Causey/Corp/Enron@ENRON, Mark E Lindsey/GPGFIN/Enron@ENRON, Sally
Beck/HOU/ECT@ECT, Craig Breslau/HOU/ECT@ECT, Cedric Burgher/Enron@EnronXGate,
Rick L Carson/Enron@EnronXGate, Brent A Price/Enron@EnronXGate, Hunter S
Shively/HOU/ECT@ECT, Stan Dowell/HOU/EES@EES, Jay Boudreaux/Enron@EnronXGate,
Marshall Eubank/Enron@EnronXGate, Mary Lynne Ruffer/HOU/EES@EES, Michael
Vigeant/HOU/EES@EES, Mark Confer/HOU/ECT@ECT, Michael Howe/HOU/EES@EES, John
Craig Taylor/HOU/ECT@ECT, Jim Cole/ENRON@enronXgate, Sarah Goodpastor/Enron
Communications@Enron Communications, Brandon Neff/HOU/EES@EES, Christopher
Coffman/Corp/Enron@Enron, Ilan Caplan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Christopher Chenoweth/Enron@EnronXGate, Marcus Edmonds/Enron@EnronXGate,
Zeina El-Azzi/Enron Communications@Enron Communications, Victor
Guggenheim/HOU/ECT@ECT, Mike Deville/HOU/ECT@ECT, Darlene Regan/HOU/EES@EES,
Kreg Hall/HOU/ECT@ECT, Mason Hamlin/HOU/ECT@ECT, Shilpa Mane/LON/ECT@ECT, Zal
Masani/Enron Communications@Enron Communications, Zachary McCarroll/Enron
Communications@Enron Communications, Luis Mena/NA/Enron@Enron, Christine
Milliner/Enron@EnronXGate, Chetan Paipanandiker/HOU/ECT@ECT, Catherine
Pernot/Enron@EnronXGate, Lauren Schlesinger/Enron@EnronXGate, Susan M
Scott/HOU/ECT@ECT, Rahul Seksaria/Enron@EnronXGate, Michael Simmons/Enron
Communications@Enron Communications, Millie Gautam/HOU/EES@EES, Sachin
Gandhi/NA/Enron@Enron, Bilal Bajwa/NA/Enron@Enron, Amanda
Schultz/NA/Enron@Enron, Rachana Iyengar/HOU/EES@EES, Travis
Hansen/HOU/EES@EES, Felipe Ospina/NA/Enron@ENRON, Irina
Nekrasova/HOU/EES@EES, Jeremy Lo/HOU/EES@EES, Rod Hayslett/Enron@EnronXGate,
Davis Maxey/Enron@EnronXGate, Timothy J Detmering/HOU/ECT@ECT, Christie
Patrick/HOU/ECT@ECT, Scott Earnest/Enron@EnronXGate, Mark
Evans/Legal/LON/ECT@ECT, Sue Gruber/HOU/EES@EES, Neal Symms/Enron
Communications@Enron Communications, Peter Vint/HOU/EES@EES, Allen
Elliott/Enron@EnronXGate, Mary Jo Johnson/HOU/EES@EES, Yannis
Tzamouranis/Enron@EnronXGate, Kristina H Brosig/Enron@EnronXGate, George
Hope/HOU/ECT@ECT, Lisa King/HOU/ECT@ECT, Judy Thorne/Enron
Communications@Enron Communications, Kevin Dinh/Enron@EnronXGate, Steve
Shortt/Enron@EnronXGate, Mark Davidson/Enron@EnronXGate, Dian
Chu/Enron@EnronXGate, Jeff McClellan/HOU/EES@EES, Betty
Chan/Enron@EnronXGate, Laura Kinningham/OTS/Enron@Enron, Nikhil Shah/Enron
Communications@Enron Communications, Andrea Price/Enron@EnronXGate, Maribel
Mata/Enron@EnronXGate, Justin Cornett/ENRON@enronXgate, Steven J
Kean/NA/Enron@Enron, Brad Alford/NA/Enron@Enron, Mark Dana Davis/HOU/ECT@ECT,
Mark Courtney/HOU/EES@EES, Derryl Cleaveland/Enron@EnronXGate, Brian
O'Rourke/Enron Communications@Enron Communications, Ding
Yuan/Enron@EnronXGate, Larry Abbott/Enron@EnronXGate, Mo Bawa/NA/Enron@ENRON,
Chris Loehr/HOU/ECT@ECT, John King/Enron Communications@Enron Communications,
Alejandro Hernandez/NA/Enron@Enron, Ethan Schultz/Enron@EnronXGate, Hans
Oliver Pereira/HOU/EES@EES, Posey Martinez/HOU/ECT@ECT, Anthony
Sexton/Enron@EnronXGate, Jennifer N Stewart/Enron@EnronXGate, Mike
McConnell/HOU/ECT@ECT, Sally Beck/HOU/ECT@ECT, James
Scribner/Corp/Enron@Enron, Edward D Baughman/Enron@EnronXGate, Tamara
Hopkins/Enron@EnronXGate, Mark McConnell/Enron Communications@Enron
Communications, Eric Moon/HOU/ECT@ECT, Stephen Plauche/Enron@EnronXGate,
Angie Zeman/EU/Enron@ENRON, Justin O'Malley/NA/Enron@ENRON, Jody
Crook/Corp/Enron@ENRON, Nate Blackburn/NA/Enron@Enron, Greg
Nikkel/HOU/EES@EES, Tana Cashion/Enron@EnronXGate, Emily
Ferguson/ENRON@enronXgate, Harold G Buchanan/HOU/EES@EES, David
Shields/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Peter N
Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Matthew Arnold/HOU/ECT@ECT,
Mike Layne/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Marshall
Eubank/Enron@EnronXGate, Rogers Herndon/HOU/ECT@ect, Gary
Maestas/OTS/Enron@ENRON, Jim Davoli/Enron@EnronXGate, Deirdre
McCaffrey/HOU/ECT@ECT, TJ Rylander/Enron@EnronXGate, Priya
Jaisinghani/NA/Enron@Enron, Chuck Randall/HOU/EES@EES, Elizabeth
Tilney/HOU/EES@EES, Sylvia Barnes/HOU/EES@EES
cc: Jacqueline Coleman/NA/Enron@ENRON
Subject: Recruiting Expo

WE WANT YOU!

The Associate/Analyst Program wants you to join us for our 1st Annual
Recruiting Expo.
WE WANT YOU to join one of the many campus teams to help recruit new talent
for Enron.

  When:  Thursday, April 12th

  Where:  50th Floor - Reception Area

  Time:  5:30pm to 7:30pm

Come join us for hors d'oeuvres, cocktails, and an opportunity to meet the
new Program Management team as well as the recruiting staff.

Better hurry and join a team or YOU might be drafted!


-----Original Message-----
From: 	Enron Announcements/Corp/Enron@ENRON   On Behalf Of ClickAtHome@ENRON
Sent:	Friday, October 05, 2001 1:17 AM
To:	Clickathome Participants@ENRON
Subject:	Important Information About Security & ClickAtHome

Dear ClickAtHome Participant,

ClickAtHome is interested in making sure you have the latest security tools available to you.  As part of the ClickAtHome program, you may download and update Norton Anti-Virus and BlackICE Defender software from the ClickAtHome Portal.

Norton AntiVirus software repairs computer virus infections automatically.  It scans and cleans your hard drive, diskettes and both incoming and outgoing email.
BlackICE Defender is an industrial-strength anti-hacker system that protects your PC by scanning your DSL, cable modem, or dial-up Internet connection looking for hacker activity. When it detects an attempted intrusion, it automatically blocks traffic from that source, keeping intruders from accessing your system.
By installing and updating both Norton AntiVirus and BlackICE Defender, your ClickAtHome PC will have the latest security offered by these two products.
Instructions for accessing the Portal and downloading the software are provided below.
If you have any questions or wish to provide feedback, please email clickathome@enron.com.  Thank you for your participation in ClickAtHome.
The ClickAtHome Team!
__________________________________
To download the software:
1)  Visit the ClickAtHome Portal at www.clickathome.net from your ClickAtHome PC.
2)  Logon to the Portal with your personally created Portal User ID and Password, or create a new account if you have not created a user ID and password by selecting "Create a NEW Account" at the top left corner.  The Portal User IDs and Passwords are created by you.  The Enron Help Desk is not able to assist with Portal support, but if you need any assistance, please send an email to "clickathome@enron.com".
3) Once you have logged on, select "Tools" from the top menu bar.
4) Under the "Secure Download" heading, click on "BlackICE" or "Norton" and log on to the download page using your SAP ID and Date of Birth.
5) Follow the directions provided on screen.


Neeran Pathak
Analyst - Gas Fundamentals
neeran.pathak@enron.com
713-345-4797


Christi,
 As I have been thinking about this problem, my opposition to a standard
model is declining, partly out of frustration with the slow progress being
made.  I think, however, that we ought to think about the potential
consequences of recommending a standard model.  If we simply endorse PJM,
then we may inadvertently get its warts as well -- no secondary transmission
market, ICAP market, etc.  I think we are considering the same thing approach
as was reported by Charles Yeung's in his note on Tuesday's Inter-RTO
Coordination (Seams) Conference:

"Harvey Reed, Constellation Power, suggested that FERC impose a standard
tariff for all RTOs to work from that did not restrict RTOs from filing
different proposals, but would limit their ability to diverge from a single
market model."

 In addition to the standard model, there needs to be a deadline for either
filing the tariff or for filing the standard tariff.  Without a "feet to the
fire" feature, nothing the grand stall will continue.  In arguing for a
standard model, the PJM system could be the core of a proposal but we should
specific modifications to address our concerns.  On the transmission rights
issue, for instance, a simple "don't allocate" solution won't work.  The lack
of the secondary market for NY TCCs or PJM FTRs goes both to the lack of
information and to the way the rights are defined.  If as Harvey Reed
suggests, RTOs can submit alternative approaches, at least there will be
pressure to get moving.  I have not discussed this idea with West Power.

 It then occurred to me that FERC  is unlikely to impose a standard tariff
without a rulemaking proceeding.  Whether they could act by fiat or not is a
moot point, since  I doubt that they would do so without creating a record.
There are two possible down sides to a rule making.  (1)  The outcome of a
rulemaking is something of a crap shoot.  The incumbents have a pretty good
record in the past, of coming out of rulemakings with plenty of goodies such
as the native load exemption in Order No. 888.  There is a also a distinct
risk that PJM's ICAP or transmission right allocation process is given
blessed status, which will make revision of them later to be a huge uphill
battle.  (2)  The other consequence of a rulemaking its effect on current
RTO discussions.  The best outcome is that the uncertainty of the rulemaking
creates an urgency  to get a proposal filed before a new FERC rule cuts off
options from a new the standard for review.  The uncertainty prior to the
issuance of Order No. 888 in fact had that effect in the West.  On the other
hand it can mean that nothing happens until the new rule is issued.  This
also happened prior to Order No. 888, with a number of companies sitting on
their hands, using the time delay to protect existing positions, while
whipping up State regulators' fears of jurisdictional shift as necessary to
boost their own position.

 These are only own views.  I have not had a chance to speak with West Power
this week, but I will approach Tim when I am in Portland again next week.

Steve

	Christi L Nicolay
	06/19/2001 04:21 PM

		 To: Steve Walton/HOU/ECT@ECT
		 cc: James D Steffes/NA/Enron@ENRON, Richard Shapiro/NA/Enron@Enron, Sarah
Novosel/Corp/Enron@ENRON, Steven J Kean/NA/Enron@Enron
		 Subject: Re: INTERIM MODEL TALKING POINTS

Can we focus the PJM language as an interim fix toward the East (while maybe
the threat of PJM in the West will make the West RTOs act quickly and adopt
everything that Steve W. has been advocating).  Also, I agree with the ISO
being required to provide much greater information on where the congestion
occurs.  While the allocation of FTRs is a problem and the idiosyncratic
nature is also a problem, it is because the traders do not have access to all
the information.  They have told me that if they had access to all the
information about congestion from the past several years, they could
essentially build a model for anticipated congestion that could trade "above"
the underlying FTRs as financial instruments.

Steve Walton
06/18/2001 03:30 PM
To: James D Steffes/NA/Enron@ENRON
cc: Christi L Nicolay/HOU/ECT@ECT, Richard Shapiro/NA/Enron@Enron, Sarah
Novosel/Corp/Enron@ENRON, Steven J Kean/NA/Enron@Enron

Subject: Re: INTERIM MODEL TALKING POINTS

Jim,

 I have added my comments to your draft.  My concern with the "Adopt PJM"
approach is that it will become a fiat accompli with regard to congestion
management. and the nature of future transmission rights.  Once adopted as
the standard, nothing else will be accepted and any move to a decentralized
approach is highly unlikely.  Unlike the British, we have a hard time
changing horses because of our multi-jurisdictional Federal system of
government.

 The PJM's lack of a secondary FTR market is more that just an allocation
problem.  If that were true, they New York would have a secondary market --
none exists there either.  The unpredictability of prices is probably the
biggest problem since no one knows how to value FTRs or TCCs.  I think the
nature of instrument is also not particularly helpful.

 During our discussion of Seabron Adamson's last draft, I maintained that a
centralized unit commitment process didn't fit the Pacific Northwest (PNW)
with its pattern of trading to achieve coordination between hydroelectric and
thermoelectric generation.  You asked me to provide more detail hydro-thermal
operation.  I am including a paper that covers the nature of PNW operations
and contracting with observations about the nature of unit commitment.  Given
other work and travel, it has taken some time to complete the paper and its
examples.  I hope this will help to explain why I am hesitant to endorse a
centralize unit commitment implementation.

Steve

	James D Steffes@ENRON
	06/18/2001 01:48 PM

		 To: Steven J Kean/NA/Enron@Enron, Richard Shapiro/NA/Enron@Enron, Christi L
Nicolay/HOU/ECT@ECT, Sarah Novosel/Corp/Enron@ENRON, Steve Walton/HOU/ECT
		 cc:
		 Subject: INTERIM MODEL TALKING POINTS

Here is the draft of an Interim step for Enron to give to Lay.  Please give
me your comments.  This is CONFIDENTIAL and should not be shared outside the
company.

Jim


FYI!!

-----Original Message-----
From: Barbara Bogenrief [mailto:Barbara.Bogenrief@nerc.net]
Sent: Wednesday, October 17, 2001 12:31 PM
To: Barbara Bogenrief
Subject: Standards Announcement - October 17, 2001

TO:	NERC ROSTER
	STANDARDS LISTSERVER GROUP
	OPERATING MANUAL OWNERS
	SYSTEM OPERATOR TRAINERS

Ladies and Gentlemen:

The Interchange Subcommittee has posted the following documents for
Operating Committee ballot:

1.	Policy 3, "Interchange," Version 5 Draft 1
2.	Appendix 3A1, "Tag Submission and Response Timetables," Version
3 Draft 1
3.	Appendix 3A4, "Required and Correctable Tag Data," Version 2
Draft 1
4.	Appendix 3D, "Transaction Tag Actions," Version 2 Draft 1

The OC will consider Policy 3 and its related Appendixes at its November
15-16, 2001 meeting, and, if approved, these documents will be
concurrently implemented with E-Tag Version 1.7.

Two other documents are also posted, which further explain the changes
in draft Policy 3 and Appendixes:

1.	Policy 3, "Interchange" - Overview of Changes
2.	What's New? in Version 1.7 of the NERC Transaction Information
System (TIS)

Draft Standards can be viewed or downloaded from the following NERC web
site:

http://www.nerc.com/standards/

Thank you.

Barbara S. Bogenrief
Secretary-Operations


Tana,

Like the previous counterparty lists, if credit is o.k., physical gas is o.k.

Stacy


I am glad that everything worked out.  Good luck in your new job!


Thanks Gerald...

This has been forwarded to Skipping Stone

Julie  :-)

 -----Original Message-----
From:  Nemec, Gerald
Sent: Wednesday, May 23, 2001 9:26 AM
To: Gomez, Julie A.
Subject: Revised LOI

Julie,  Attached is a clean and redlined revised LOI per our discussions.
Please review.

 << File: SkippingStoneLOI2.doc >>  << File: SkippingStoneLOI2(red).doc >>


I just talked to our accounting dept and told them about your proposal to fix the mistake. They are ok with it. Just make sure you document it as described in this e-mail.

P.S. There is no bigger matter to deal with than your bill. This  must be the kind of half--truths that made you the most hated man in Sacramento.

 -----Original Message-----
From: 	"Michael Kirby" <mlk@pkns.com>@ENRON [mailto:IMCEANOTES-+22Michael+20Kirby+22+20+3Cmlk+40pkns+2Ecom+3E+40ENRON@ENRON.com]
Sent:	Wednesday, September 19, 2001 4:14 PM
To:	Sanders, Richard B.
Cc:	Annmarie Robertson
Subject:	Billings

My accounting department advises me that back on April 27,2001,  Enron apparently sent us a check for $54,585.11, which we received and deposited on May 7. The check  included the payment of $28,087.71 for this firm (the exact amount of our February billing) and mistakenly included payment of $26,497.40 for one of Ed Kee's (PA Consulting Group) bills. That check was received after we sent our March billing and is thus not reflected on that bill. The full amount of that check showed up as a May 7 payment to us from Enron on our April billing, and reduced the outstanding balance by that amount. Whereas the total balance due shown on the April statement sent to Enron was $44,772.92, if the overpayment had not been made , the true balance due would have been $26,497.40 higher. Given the delay in sending our bills, and the accumulation of additional time, there was never a credit balance on a billing to Enron, but the total balances due always included credit for the prior overpayment. We are about to send out our July billing today and our accounting department(Annmarie Robertson) got a call from Martha at Enron(345-4088) who realized what happened and asked for a refund check. We can and will obviously do that , but then we have to immediately ask Enron for that same amount-$26,497.40- because our prior bills would have been underpaid by that same amount. I am told that we cannot easily(if at all) go back and have the computer generate previous months' bills now with an unpaid balance when they were previously paid. My accounting department says it would be easier to just send out  the July billing with a cover letter confirming that the $26,497.40 erroneously paid to us on May 7 has been credited in full  to Enron, and is fully reflected in the total balance due. Hopefully this makes sense and I know we both have bigger matters to deal with.  Can you approve us doing this or send us an email if Enron needs to get a check and revised billings. Thanks. .

The information contained in this e-mail message and any accompanying documents is subject to the attorney-client privilege and/or the attorney work product rule and is confidential business information intended only for the use of the individual or entity named above.  The information herein may also be protected by the Electronic Communications Privacy Act, 18 U.S.C. ?? 2510-2521.  If the reader of this message is not the intended recipient or representative of the recipient, you are hereby notified that any dissemination of this communication is strictly prohibited.  If you have received this communication in error, please notify the Systems Administrator at admin@pkns.com and immediately delete this message from your system.


Mark -

I have tried you at both the office and on your cell.  Your cell continues to state that all circuits are busy.

I need about 15 minute to talk through a couple of CommodityLogic points that Tom and I reviewed this morning - mostly in relation to the "CommodityHub."  If you get a chance this evening or in the later afternoon tomorrow, please give me a call.  I will continue to try to reach you also.

Thanks.  Hope all is well.

Mark


1. California AG Exploring Investigation of Power Profits

Sources report that the California Attorney General's office,in a meeting
yesterday, ordered a review of the Federal Profiteering Statute.  In keeping
with the recent
rhetoric by Gov. Davis, this action is almost certainly directed toward
investigations of profits made by generators and marketers.

2. More Detail on Bankruptcy- Creditors Concerned About Lengthy "Cure Period"

The generators want to limit their exposure as general creditors in a Chapter
11 proceeding. Their ability to their exposure depends on the "cure period"
for
making good on a defaulted payment, which would be dictated by the specific
contract terms. If the "cure period" - that is, the time the utilities have
available to
make up for missed payments before the generators or the power exchange can
take them to court - is a short period of time, for the sake of argument 30
days, then the utilities' creditors have to swallow another 30 days of
accumulated (impaired) receivables before they can move to the more
desirable position of postpetition suppliers (in which bills do get paid, as
would be directed by the Bankruptcy Court judge). If, however, the utilities
have a longer "cure period", for the sake of argument 60 days, then their
creditors will effectively have to swallow 60 days of accumulated impaired
receivables on which they will ultimately have to take a substantial haircut.


- N.E.SUM-2000.doc


I am attaching for your review marked and clean copies of the following
documents:

1. Letter Agreement between Enron North America Corp. and NorthWestern
Generation I, LLC;
2. ENA Promissory Note (Exhibit A);
3. First Amended and Restated LLC Agreement (Exhibit C);
4. Escrow Agreement (Exhibit F); and
5. ENA Guaranty (Exhibit G).

In addition, I am attaching a preliminary draft of Enron's form of
Assignment and Assumption Agreement (Exhibit B) with the caveat that the
document remains subject to changes pending further review by Enron.  Please
note that I am not attaching (1) a copy of the GE Guaranty (Exhibit E)
because we are satisfied with Paul Hasting's draft of this document and (2)
the LLC Promissory Note (Exhibit D) because Marguerite will circulate this
document as soon as she is done preparing it.

Don't hesitate to contact me if you have any questions.

Best regards,

Marisa Reuter
King & Spalding
1100 Louisiana, Suite 3300
713-751-3244 (tel)
713-276-7440 (fax)

 <<LetterAgreement.DOC>>  <<MarkedLetterAgreement.DOC>>  <<ENANote.DOC>>
<<MarkedENANote.DOC>>  <<LLCAgmt.DOC>>  <<MarkedLLCAgmt.DOC>>
<<EscrowAgmt.DOC>>  <<MarkedEscrowAgmt.DOC>>  <<ENAGuaranty.DOC>>
<<MarkedENAGuaranty.DOC>>  <<Assignment&AssumptionAgmt.DOC>>

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

 - LetterAgreement.DOC
 - MarkedLetterAgreement.DOC
 - ENANote.DOC
 - MarkedENANote.DOC
 - LLCAgmt.DOC
 - MarkedLLCAgmt.DOC
 - EscrowAgmt.DOC
 - MarkedEscrowAgmt.DOC
 - ENAGuaranty.DOC
 - MarkedENAGuaranty.DOC
 - Assignment&AssumptionAgmt.DOC


Sally, I know Jim Prentiss and R.A. ("Pete") Seale.  Please send me a draft of the letter of support you would like me to send to them.  Jim

 -----Original Message-----
From: 	"Sally Tyler" <styler@spahouston.org>@ENRON
Sent:	Monday, October 15, 2001 3:04 PM
To:	Derrick Jr., James
Subject:	Society for the Performing Arts

Dear Jim,

I spoke with Joyce Gillespie at The Lyons  Foundation who indicated the following are on their board: Jim Prentiss (Enron),  Judge Phil Peden, and R.A. Seale.

We are asking this foundation for $5,000 support of   our education and outreach programs (deadline Nov. 1) and I'm  slipping in information regarding our Allison relief needs though not asking for  specific help at this point.  Since our records are still drying and  inaccessible, I've asked her to supply a summary of previous  support.

Do you know any of these trustees and could you  send a support note on our behalf?

Sally J. Tyler
Director of  Development
Society for the Performing Artsstyler@spahouston.org << File: mailto:styler@spahouston.org >>
713-227-3384/713-345-5408
FAX:  713-223-8301
 - Lyon.doc << File: Lyon.doc >>


When will the buybacks and swings be set up for July?  I am a little
concerned with the long weekend coming up.  I believe that we agreed that
these would be set up by the 3rd work day, which would be Friday the 7th.
(Six days of flow.)  I definitely don't think that we should any later.  It
would be great if this could be handled sooner, miimizing our economic impact.

Additionally, we need to get the Industrial spreadsheet up and running
again.  This report is very beneficial to Gas Control, industrial traders and
schedulers on call.

Let me know what you think.

D


Sara,
Attached please find prime trade agreement per yesterdays conversation.
Thank you for your time.

---------------------- Forwarded by Darren Delage/HOU/ECT on 07/12/2000 10:27
AM ---------------------------

"Goss, Kathleen" <kathleen.goss@csfb.com> on 07/11/2000 02:48:37 PM
To: "'darren.delage@enron.com'" <darren.delage@enron.com>
cc:
Subject: PrimeTrade Agreement - Enron

Dear Darren:

Attached please find the PrimeTrade Access Agreement which is being sent to
you at the request of Charlie Zahringer. After you have reviewed the
document, sign two (2) copies and return to me. Once the CSFB Managing
Director has signed them we will return a copy for your records.

Should you have any questions do not hesitate to call me at (212) 325-2228
or Charlie at (212)325-3337 or Charles.Zahringer@CSFB.com

 <<PrimeTradeAccessAgreement.doc>>

Kate

Kathleen M. Dybala
> CREDIT | FIRST
> SUISSE  | BOSTON
>
Tel:  212 325 2228

This message is for the named person's use only.  It may contain
confidential, proprietary or legally privileged information.  No
confidentiality or privilege is waived or lost by any mistransmission.
If you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender.  You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient. CREDIT SUISSE GROUP and each of its subsidiaries each reserve
the right to monitor all e-mail communications through its networks.  Any
views expressed in this message are those of the individual sender, except
where the message states otherwise and the sender is authorised to state
them to be the views of any such entity.
Unless otherwise stated, any pricing information given in this message is
indicative only, is subject to change and does not constitute an offer to
deal at any price quoted.
Any reference to the terms of executed transactions should be treated as
preliminary only and subject to our formal written confirmation.

 - PrimeTradeAccessAgreement.doc


Tana -- Here's the info. you needed.

Kal Shah
x 39354

Legal name of company:  Wilson Learning Corporation - eLearning Division
Mailing Address:  5650 Hollis St., Ste, 2, Emeryville, CA  94608
Contact person:  Sabrina Dickenson
Title:  Business Solutions Consultant
Phone: 510-594-7007
Fax:  510-594-7044


---------------------- Forwarded by Judy Hernandez/HOU/ECT on 05/02/2000
05:01 PM ---------------------------

Yvonne.Acosta@enron.com on 04/28/2000 05:52:55 PM
To: Noemi.Camacho@enron.com, Amber.Ebow@enron.com, Laura.Gutierrez@enron.com,
JHERNAN@ENRON.COM, LORENA.LUNA1@HALLIBURTON.COM, LSMITH1@ENRON.COM,
jcutaia@tupac.com
cc:
Subject: Fwd: FW:

---------------------- Forwarded by Yvonne Acosta/Corp/Enron on 04/28/2000
05:50 PM ---------------------------

Deborah Darnell
04/28/2000 05:47 PM

To:   Eve Puckett/Corp/Enron@ENRON, Yvonne Acosta/Corp/Enron@ENRON
cc:

Subject:  Fwd: FW:

---------------------- Forwarded by Deborah Darnell/Corp/Enron on
04/28/2000 05:46 PM ---------------------------

"Katie Holland" <kholland@ogclearinghouse.com> on 04/27/2000 09:18:19 AM

To:   Deborah.Darnell@enron.com, Jeff_Leath@enron.com
cc:

Subject:  Fwd: FW:

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From: "Nguyen, Todd M" <Todd.Nguyen@SW.Boeing.com>
To: "'Katie'" <Katie@ogclearinghouse.com>
Subject: FW:
Date: Mon, 24 Apr 2000 15:40:26 -0500
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> Clean Pictures... <<Dalmation.jpg>>  <<Snake.jpg>>  <<Toothbrush.jpg>>
> <<WhichBaby.jpg>>  <<Dalmation.jpg>>  <<Snake.jpg>>  <<Toothbrush.jpg>>
> <<WhichBaby.jpg>>

(See attached file: Dalmation.jpg)
(See attached file: Snake.jpg)
(See attached file: Toothbrush.jpg)
(See attached file: WhichBaby.jpg)

 - Dalmation.jpg
 - Snake.jpg
 - Toothbrush.jpg
 - WhichBaby.jpg


I attend a regular meeting with AA and Rick Causey discussing EES internal
controls. They have asked for a detailed presentation on :

-EAM business
-Tariff curve summary and positions against those curves
-Credit issues in general.

I will try and get more details for this but we should get together soon and
get it organized. EES may attend but not present. I think we should give them
an overview of the business and what needs to be accomplished in each of the
above areas. Probably a one hour mtg but maybe two. Lets try to meet next
week.

Karen- please set up.

Tx Rick
-


Carolyn:
Thanks.  If there is some discreet way to check with Mark, Anne, Tana and
Mary about this I would really appreciate it.  I'm guessing that the gift
came from Anne.  Again, it was from Baby Gift on University Blvd. and it was
2 one piece outfits - 1 with an Elephant/Turtle/Bear design and 1 with a
Monkey design.  Thanks for your help.
Carol

	Carolyn George@ENRON
	06/12/2000 12:21 PM

		 To: Carol St Clair/HOU/ECT@ECT
		 cc:
		 Subject: Re: Shower Gift

Carol,

None of the attendees you mentioned participated in the group gift.  If you
need help finding who the gift was from, let me know and I will do some
checking.

Carolyn


Teresa:

Your emails have not gone unheeded!  We were facilitating things for Richard
and he needs to let us know his slate for the U.S. segment of the London
business.  We'll wait to hear from Richard.  If you have any questions please
give me a call.

Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 03/21/2001 11:44 AM -----

	Sara Shackleton
	03/20/2001 04:16 PM

		 To: Cheryl Nelson/NA/Enron, Richard Sage/LON/ECT
		 cc:
		 Subject: FW: Transfer of bond business from ENAC to ECI

Cheryl:  Where do we stand on the ECT Credit Inc. three (3) accounts?

Richard:  Do you have the proposed U.S. slate for Teresa?  We do not know who
you want as officers/directors.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 03/20/2001 02:05 PM -----

	Teresa Callahan/ENRON@enronXgate
	03/20/2001 01:59 PM

		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: Richard Sage/LON/ECT@ECT
		 Subject: FW: Transfer of bond business from ENAC to ECI

Please let me know if this request should be directed to someone else's
attention or if documents have already been prepared regarding changes that
Mr. Sage requested.  Thanks for your help with this matter. Teresa

 -----Original Message-----
From:  Callahan, Teresa
Sent: 03/13/2001 8:58 AM
To: Shackleton, Sara
Subject: FW: Transfer of bond business from ENAC to ECI
Importance: High

Richard Sage has asked us to change the slate of directors and officers of
this entity to U.S. people, with the exception that perhaps Richard Sage will
retain an officer title.   Will you please provide to me a list of who the
directors will be and who the officers will be and their respective titles.
My understanding is that these elections should take place effective March 5,
2001.  Please advise or if you would like to discuss please call me at
X58444.  Thanks for your assistance.  Teresa

 -----Original Message-----
From:  Thomas, Kathryn
Sent: 03/13/2001 6:12 AM
To: Callahan, Teresa
Cc: Sage, Richard
Subject: RE: Transfer of bond business from ENAC to ECI

Teresa,

Both Richard and Bryan signed the letters on 5th March.   If you need any
other information regarding these then your best bet would be to contact
Simon Pook.

Thxs

Kath
---------------------- Forwarded by Kathryn Thomas/LON/ECT on 13/03/2001
12:10 ---------------------------

Richard Sage
13/03/2001 11:22
To: Kathryn Thomas/LON/ECT@ECT
cc:

Subject: RE: Transfer of bond business from ENAC to ECI

Can you make sure Teresa gets a date.

Kathryn Thomas
13/03/2001 09:46
To: Richard Sage/LON/ECT@ECT
cc:

Subject: RE: Transfer of bond business from ENAC to ECI

Sorry no.   I gave them back to Simon Pook.    Do you want me to contact
him?

---------------------- Forwarded by Richard Sage/LON/ECT on 12/03/2001 19:24
---------------------------
From: Teresa Callahan/ENRON@enronXgate on 12/03/2001 13:20 CST
To: Richard Sage/LON/ECT@ECT
cc: Sue Kelly/LON/ECT@ECT

Subject: RE: Transfer of bond business from ENAC to ECI

Can you tell me what date is on the resignation letters.  Thanks,  Teresa

 -----Original Message-----
From:  Sage, Richard
Sent: 03/12/2001 11:57 AM
To: Callahan, Teresa
Cc: Kelly, Sue
Subject: RE: Transfer of bond business from ENAC to ECI

Yes, Bryan and I have already signed resignation letters for Sue.

Thanks,
Richard

From: Teresa Callahan/ENRON@enronXgate on 12/03/2001 08:22 CST
To: "Sage, Richard"
<IMCEAEX-_O=ENRON_OU=NA_CN=RECIPIENTS_CN=NOTESADDR_CN=875D24F9-A137C059-862565
F6-3FCB7D@ENRON.com>@SMTP@enronXgate
cc:

Subject: RE: Transfer of bond business from ENAC to ECI

Richard:  I am touching base with you regarding the change of officers and
directors to US resident - Are we ready to do this yet?

 -----Original Message-----
From:  Sage, Richard
[mailto:IMCEAEX-_O=ENRON_OU=NA_CN=RECIPIENTS_CN=NOTESADDR_CN=875D24F9-A137C059
-862565F6-3FCB7D@ENRON.com]
Sent: 02/18/2001 9:07 PM
To: Glover, Sheila; Doukas, Tom; Wall, David; Sloman, Ian; Shackleton, Sara;
Kerr, Richard; Panus, Stephanie; Callahan, Teresa; Kelly, Sue; Bell, Stephen
Cc: O'Connell, Denis
Subject: Transfer of bond business from ENAC to ECI

All,
So that everyone can see what everone else is doing, below is the list of
steps of which I am aware.
I think quite a few of these were completed in Houston on Friday.
Please shout if:
- I have missed anything
- Any deadlines are unrealistic
- Anybody else should be copied in
etc

Thanks,
Richard

 << OLE Object: Picture (Metafile) >>


BUSINESS HIGHLIGHTS

Weather Group

Let,s give a big round of applause to the Weather Team!  Environmental
Finance Magazine ranked the weather group #1 in Online Services and #1 Dealer
in the United States and Europe.  Gary Taylor, manager in weather trading,
comments, "The "Best Dealer" award reflects our counterparties' appreciation
for the significant effort we have made to drive the growth of our market by
making two-sided markets where other companies are only willing to quote
either a bid or an offer.  This award also reflects the innovative nature of
everyone on our desk, and their ability to price non-standard structures for
our customers.  It is truly a team award.  The "Best Online Dealer" award is
simply another testament to the unparalleled success of EnronOnline.  By
providing tight, two-way markets online, we have provided two critical
elements to generate growth in our market: 1) an element of price discovery,
and 2) a quick and easy way to transact."

The Weather Risk Management group launched a new product this week:  Power
Demand swaps.  These contracts use power demand as an index and allow power
market participants (generators, btu distributors, marketers, etc...) to
mitigate volumetric exposures.  The first contract the desk offered is for
the PJM power pool.  On EnronOnline, weekly swaps are available and the desk
has placed option contracts on this index in the broker market.  Inquiries
regarding this product should be directed to Claudio Ribeiro (product
manager) x37313, Gary Taylor x31511, or Valter Stoiani x36906.

Competitive Analysis and Business Controls
eSource, Enron's premier corporate-wide research group, launched their new
intranet product, eSearch, on December 1, 2000.  eSource's team of
specialized researchers have created a web site to bring information and
research to every employee's desktop.  The eSearch web site offers many links
to information resources, access to research databases, specialized searches,
sites to purchase books, articles, and reports, and training.  Employees can
use the web site to conduct their own research or as a vehicle to submit
research requests.  eSource's researchers and industry specialists are
available to all Enron business units to provide timely and cost efficient
research, to work with individuals or groups to fulfill one time research
requests, or to design ongoing, customized monitoring projects or news
updates.

Enron Global Markets Fundamentals
EGM Fundamentals is quickly building a team of expert analysts and associates
to work directly with traders and marketers.  The team is already busy
analyzing various commodities and market situations.  For example, an
initiative is underway to analyze current negative fractionation spreads in
the market resulting from rising natural gas prices.  Web sites to host this
analytical information are currently in development for all EGM commodities.
These sites will provide research and analysis, weather, publications, and
any other information that will assist in decision-making or identification
of potential commercial opportunities.  For questions or requests regarding
fundamental research, contact Jennifer Fraser at x34759.  For questions or
suggestions regarding the web sites, contact Heather Purcell at x54057.

Austin Energy
Austin Energy and Enron Sandhill, L.L.C, a subsidiary of Enron North America
broke ground November 29, 2000 for the construction of the Sand Hill Energy
Center, a 180-megawatt peaking electrical generation facility.  Located in
eastern Travis County, the Sand Hill Energy Center will be a natural gas
fired facility that will operate primarily during peak demand periods.  The
$93.7 million project will feature four 45-megawatt General Electric gas
turbines and will be operational May 1, 2001.

NEWS FROM THE GLOBALFLASH

Coal
The London dry cargo seafreight team traded 1 million metric tonne of
Capesize vessel swaps via EOL in one day, (Wednesday 28th November). The deal
was created by combining OTC options and a physically related cash market
deal.  This helps to bring our YTD EOL to just under 2.5 mln tonne.

Off-shore wind energy deal
Enron Wind has signed a power purchase agreement with Swedish energy company
Graninge.  According to the agreement, Graninge will deliver electricity to
consumers using Enron's wind power plants in southern Sweden.  Enron Wind's
Utgrunden off-shore wind park, completed this year, will generate in the
region of 38,000 megawatt hours of electricity, or enough for around 6,000
average homes between the mainland and the island of Oland on the southeast
tip of Sweden.  In an announcement this week, Graninge stated that it plans
to market the power to consumers as 'green' energy.

Happy 1st Birthday EnronOnline!
This week saw EnronOnline celebrate its first birthday.  During the course of
its first year, EnronOnline has passed a number of milestones including the
addition of a range of new functionalities for customers on the site.
EnronOnline has now come of age, having surpassed the $274 billion mark in
notional value in November.  This represents a total of 478,695 transactions
since the site was launched on 29 November 1999.

The first anniversary was marked by giving the media guest access to
EnronOnline in Europe.  A team from Reuters was invited into Enron House to
receive a full demonstration of EnronOnline and as of today will be able to
quote in reports live prices from EnronOnline.  Other media outlets are being
invited to obtain guest access during the coming weeks as the word of
EnronOnline's success continues to spread...

Australia
Enron Australia continues to assist in the region in a supportive role.
Elliott Katz worked on the GEM migration in Singapore last week with an IT
team from London, Oslo and Singapore.  Approximately 40 users, including
Traders, were migrated to Windows 2000 and the CORP domain.  This is an
important step for the Asia Pacific region, as it brings the three biggest
offices (Singapore, Sydney and Tokyo) into line with corporate standards for
desktop computing.

Japan
E-Power, a JV between Enron and Japanese finance company Orix, has announced
proposals for a 2000MW gas-fired power plant at Mutsu-Ogawara, an industrial
area  in northern Japan.   A feasibility study will be undertaken to define
how the project will go forward and this may include the development of an
LNG terminal in the vicinity.  The nature of the permitting process is such
that the plant would not begin operations for six to seven years.  This
project is just one of several options that E-Power are working on in Japan.

NUGGETS & NOTES

&Go Big or Go Home8 ) Mike McConnell/President & CEO-EGM

"Call Back" - Don Schroeder, VP/Crude Trading-EGM

REMINDER

Holiday Party
Enron North America, Global Markets and Industrial Markets
Enron Field
Saturday, December 9
7:00 - Midnight

WELCOME
New Hires ENA/EIM/EGM
ENA ) Joseph Taylor, Jennifer Rosado, Rabi De, Louis Dicarlo, Scott Churbock,
Kenneth Parkhill, Nicholas Ernst, Dirk Dimitry, Stephanie Taylor, Dimitri
Tagaropulos, Georgia Blanchard, Jona Kimbrough, Jeffrey Baldwin, Patricia
English, Jaesoo Lew, Cheryl Nelson, Gina Abbott, Ryan Keith, Brian Dawson
EGM )Ellen Alexander, Mike Perun

Transfers to ENA/EIM/EGM
ENA ) Gregory Golden
EGM ) Keynan Dutton

FROM THE EDITORS

Thank you to all the contributors to this week's EnTouch.  We want to hear
from the various departments within Enron Americas, Global Markets and
Industrial Markets!  Please continue to send your business highlights,
nuggets & notes or suggestions to Michelle Vitrella or Kathie Grabstald.

LEGAL STUFF

The information contained in this newsletter is confidential and proprietary
to Enron Corp. and its subsidiaries.  It is intended for internal use only
and should not be disclosed.


Attached is a newly revised Credit Watch listing.  If there
are any personnel in your group that were not included in this distribution,
please insure that they receive a copy of this report.

To add additional people to this distribution, or if this report has been
sent to you in error, please contact Veronica Espinoza at x6-6002.

For other questions, please contact Bill Bradford at x3-3831, Russell Diamond
at x5-7095, Brant Reves at x3-9897, or Veronica Espinoza at x6-6002.


Sara,

Maybe a conference call with Gregg would be the most productive way to go.

Kay

From: Sara Shackleton@ECT on 08/23/2000 05:19 PM
To: Kay Mann/Corp/Enron@Enron
cc: Gregg Penman/Corp/Enron@Enron

Subject: Midwest Energy Hub LLC ("Midwest")

Kay:  I left you a voice mail yesterday at Sheila's suggestion regarding
Midwest.  Greg and I discussed the use of ENA's format of ISDA documentation
by Midwest and I have a couple of questions about how our docs will be used,
whether Midwest will be competing with us and who will be negotiating hedge
agreements on behalf of Midwest (i.e., will ENA swap lawyers be involved?).
Please call me so that I can comply with Greg's request..
Thanks.  Sara

Greg:  I will have the boilerplate sent to you separately.


A few months ago I interviewed on the phone Carlos Ibarguen for possible
opportunties at Enron.  He is very impressive, was pursuing his Masters in
Public Administration from the London School of Economics, is bilingual, was
the Embassy Rep for Bolivia in Washington, DC and has consulting experience
in promoting private  investments in Bolivia.

He is interested in working at Enron and I believe would be an excellent
candidate for us.  Transredes in Bolivia has begun the interview process with
him as they are looking for someone to work in External Affairs.
Carlos completes his Masters 9/1 and will then return to Bolivia. He is
actively interviewing now and has one offer and is anticipating another.

His resume is attached and he will follow up directly with Steve, Jose and
Mike to further present himself.  Carlos would be interested in being hired
into the ESA local Associate and Analyst program if the rotations included a
concentration in Regulatory/Government Affairs as this is his career
objective.

thanks,
diana


Per our discussion - let me know if we need to look into this more to clarify.

Options:
Whether the option is in/out of the money - the delta will be calculated as an effective position per each $1 price change.
For example what we were looking at for October:  The Current Strike in deal entry is $30 - since the mid price is lower than that - when we take
the scalars into effect and calculate an hourly price it is rarely in the money for CSU to exercise this option.  Therefore your delta is so low.

Forwards:
Your delta position should be the same as your notional position.

I will let you know about the CSU strike in deal entry.

Heather


This looks great. Send it out. Rick
 -----Original Message-----
From: 	Carson, Rick L.
Sent:	Monday, June 18, 2001 4:47 PM
To:	Heathman, Karen K.
Cc:	Buy, Rick
Subject:	RAC website rollout to RAC employees

Karen:  Here is a suggested letter for introducing the new website to RAC employees.  Please feel free to revise as RB wishes.  Regards!  Rick C.

 << File: racwebsite.doc >>


We have unsuccessfully attempted to find sponsors for the project list you gave to me in our meeting.  I would therefore like to start the game again but starting from zero and working our way up. Assuming we are starting with no budget for IT development, please could you sit down with each of our Business Sponsors and agree a number with them.  They are:

Tim Belden (or his appointed person) for West Power
Lloyd Will for East Power
Geof Storey for Gas
Laura Luce for Peoples and Global Net
Chris Gaskill for Gas Fundys
Rob Milnthorp (or his appointed person) for Canada.
Mark Haedicke/Greenberg (or his appointed person) for Legal.

Each of the above will be allocated their charge for IT development and capital (apart from Geof who will allocate across the desks) and therefore is the best person/people to decide on the costs.  Please could you arrange a short meeting/discussion with each and agree a budget as the process so far is not working.

I am assuming its zero at the moment.

Thanks

Louise


Also attending, Mark Taylor, Sheri Thomas, Frank Davis


Shona and Sherri,
Enclosed you will please find the final issued EES London Doorstep with attachments.
Vlady and Sheila


Hi gang.  I will be out of the office quite a bit over the next 4 weeks.
Please make sure you copy Scott and Molly on all emails and send all faxes to
Scott Goodell, just to make sure we don't miss anything.

Thanks


Bill

I spoke with Richard and we will have to renew.  He is currently trying to
get the PX bankruptcy court to allow us  to take back our security in light
of the FERC ruling re chargebacks, but due to uncertainty of the FERC ruling,
court has not been willing to allow us to remove. Richard continues on the
case.  In the meanwhile, the PX/bankruptcy court will not allow the LC's to
expire without drawing down.  So we should go ahead and renew.

	William S Bradford/ENRON@enronXgate
	04/16/2001 07:35 PM

		 To: Elizabeth Sager/HOU/ECT@ECT
		 cc:
		 Subject: FW:

Let's discuss.

Bill

 -----Original Message-----
From:  Gonzalez, Veronica
Sent: Monday, April 16, 2001 4:13 PM
To: Ngo, Tracy; Bradford, William S.
Cc: Sacks, Edward
Subject:
Importance: High

The following LC's expire on 4/30/01.  Due to the issues in the West, please
advise if we need to amend the expiry date.

Beneficiary: California Power Exchange
Bank: Toronto-Dominion
LC #: G390148
Amount: $15,000,000
Expiry: 4/30/01

Beneficiary: California Power Exchange
Bank: Australia and New Zealand Banking Group Limited
LC #: 5060/8200
Amount: 27,000,000
Expiry: 4/30/01

Beneficiary: California Power Exchange
Bank: Bank of America, National Association
LC # 3016972
Amount: 40,290,000
Expiry: 4/30/01

Beneficiary: Pacific Gas & Electric Company
Bank: Bayerische Hypo-Und Vereinsbank
LC #: SB103951
Amount: 30,000,000
Expiry: 4/30/01

Beneficiary: Southern California Edison Company
Bank: Banca Di Roma
LC # IC-31520
Amount: $11,500,000
Expiry: 4/30/01

Beneficiary: Southern California Edison Company
Bank: Arab Bank plc
LC # SLC 3001/01
Amount: $19,500,000
Expiry: 4/30/01


---------------------- Forwarded by Chris Germany/HOU/ECT on 12/30/99 08:08
AM ---------------------------

emcmurr@columbiaenergygroup.com on 12/29/99 03:09:22 PM
To: Chris Germany/HOU/ECT@ECT
cc:
Subject: Enron 24 Hour contacts

---------------------- Forwarded by Eric McMurry/CES/ColumbiaGas on 12/29/99
03:16 PM ---------------------------

Eric McMurry
12/29/99 02:22 PM

To: chrisgermany@enron.com
cc:
Subject: Enron 24 Hour contacts

Chris, Attached are the memos we sent out for 24 hour contacts.

Call with any questions

Eric   McMurry      713-693-2821

 - CG&E.doc
 - NIMO.doc
 - Hopewell CoGeneration L.doc
 - enrontransition.doc


Larry Soderquist has forwarded to me a TVA schedule of the Shelby upgrade.
If it's not already in Deal Bench, let me know and I'll forward it down.
Scheduled completion is May, '02.

Mitch


Attached is a draft Transaction Agreement for the 5,000/day Winter deal.
Please Review.


Lou, are there concerns that I am not aware?  From an economic point of view,
it is clearly not in our interest to aggregate residential or small customers
who have retail choice; however, standard office service (like the UI deal)
is clearly a customized, wholesale/all -requirements sale of significant size
negotiated with the utility and the puc.

Regards
Delainey

---------------------- Forwarded by David W Delainey/HOU/ECT on 11/29/2000
02:58 PM ---------------------------

	Enron North America Corp.

	From:  Lou L Pai @ EES                           11/29/2000 11:44 AM

Sent by: Anita Llamas-Granado@EES
To: David W Delainey/HOU/ECT@ECT, Janet R Dietrich/HOU/ECT@ECT, Mark S
Muller/HOU/EES@EES, Harold G Buchanan/HOU/EES@EES, Vicki Sharp/HOU/EES@EES,
Scott Gahn/HOU/EES@EES, Gene Lockhart/HOU/EES@EES, Bill Jacobs/HOU/EES@EES
cc: Kay Chapman/HOU/ECT@ECT, Christy Chapman/HOU/ECT@ECT, Tanya
Leslie/HOU/EES@EES, Beverly Aden/HOU/EES@EES, Leasa Lopez/HOU/EES@EES, Lily
Guerra/HOU/EES@EES, Carolyn Rothfeld/TNPC/EES@EES, Marion Doyle/HOU/EES@EES
Subject: MTG: How to Handle Utility Default Proposals

Please attend the above subject matter meeting Monday, December 4th @ 2
O'clock in EB872.


hingoran@rice.edu
planck@rice.edu


---------------------- Forwarded by Kay Mann/Corp/Enron on 10/31/2000 09:31
AM ---------------------------

"Levine, Ross" <rlevine@fce.com> on 10/31/2000 09:28:12 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:

Subject: RE: Purchase Order

Thanks, now we have it!

Ross

> -----Original Message-----
> From:   Kay.Mann@enron.com [SMTP:Kay.Mann@enron.com]
> Sent:   Tuesday, October 31, 2000 9:59 AM
> To:   Levine, Ross
> Cc:   'Scott.Healy@enron.com'; Kay.Mann@enron.com; Leitman, Jerry; Nock,
> Herb; Bentley, Chris; Leo, Tony
> Subject:   RE: Purchase Order
>
>
> Ross,
>
> The email was sent last night, with no indication that it did not go
> through.  Must be the cybergoblins.  I will resend PLUS attach the
> documents to this reply.
>
> (See attached file: FuelCellequipmentOct30.doc) (See attached file:
> REDLINEOCT11TOOCT30)
>
>
> Kay << File: FuelCellequipmentOct30.doc >>  << File: REDLINEOCT11TOOCT30
> >>


I wanted to make sure that I had the right email address.  Mine
is.....dana.davis@enron.com


Vickie gave me an open season notice on Transco's Momentum Expansion
Project.  Bids are due Thursday, Sep 29th.  Momentum is expected to be in
service by 5/1/2003.

Shippers can elect the following receipt points, St 65, St 85, or Destin.
The primary delivery point is St 165.  The minimum term is 15 years.  I will
still be here doing transport.


This shows the additional amount related to the Fountain Valley change order,
formerly known as Change Order #6.

Hope this helps.

Kay

---------------------- Forwarded by Kay Mann/Corp/Enron on 12/12/2000 09:21
AM ---------------------------

michael.storm@ss.ps.ge.com on 12/11/2000 03:17:27 PM
To: Kay.Mann@enron.com, Ed.Dannhaus@enron.com, mtezyk@enron.com
cc: lee.johnson@ss.ps.ge.com

Subject: CO#6 for Fountain Valley

All,

Attachment contains latest revision reflecting order for two additional
stacks, six power stabilizers and moving cost for the Fountain Valley
Project.  Please review and let me know if additional changes are required
or recommended.

 <<changeorder#6rev2.doc>>
Please note new contact information below:

Mike Storm

  g   GE Aero Energy Products
  ___________________________________
    A GE Power Systems Business
  Michael E. Storm
  Projects
  Phone: (281) 864-2601  Dial Com 8*326-2601
  Fax:  (281) 864-2116, Pager 888 487 5741

 - changeorder#6rev2.doc


FYI
---------------------- Forwarded by Rod Hayslett/FGT/Enron on 12/13/2000
04:58 PM ---------------------------

	Dortha Gray
	12/13/2000 02:18 PM

To: Gregory Adams/Corp/Enron@ENRON, Carolyn Barrett/Enron
Communications@Enron Communications, Leo Paige/Enron Communications@Enron
Communications, Cedric Burgher/Corp/Enron@ENRON, Kevin Hughes/HOU/EES@EES,
Richard Causey/Corp/Enron@ENRON, Bob Chandler/ET&S/Enron@ENRON, Fernley
Dyson/LON/ECT@ECT, Melissa Allen/LON/ECT@ECT, Stephanie
Harris/Corp/Enron@ENRON, Jill Erwin/HOU/ECT@ECT, Chris Musngi/NA/Enron@ENRON,
Tracy Geaccone/GPGFIN/Enron@ENRON, Dave Gunther/NA/Enron@Enron, Ben F
Glisan/HOU/ECT@ECT, Rod Hayslett/FGT/Enron@ENRON, Mark
Koenig/Corp/Enron@ENRON, Mark E Lindsey/GPGFIN/Enron@ENRON, Greek
Rice/Corp/Enron@ENRON, Paula Rieker/Corp/Enron@ENRON, Rex
Rogers/Corp/Enron@Enron, Terry West/Corp/Enron@ENRON, Sharron
Westbrook/Corp/Enron@ENRON, Kathryn Corbally/Corp/Enron@ENRON, Georgeanne
Hodges/HOU/ECT@ECT, Robert Wilcott/Corp/Enron@ENRON, Faith
Killen/HOU/ECT@ECT, kirk_stevens@pgn.com, Mark Palmer/Corp/Enron@ENRON, Scott
Vonderheide/Corp/Enron@ENRON, Tim DeSpain/HOU/ECT@ECT, Wade
Stubblefield/HOU/EES@EES, Kent Castleman/NA/Enron@Enron, Keith
Marlow/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jeffrey E
Sommers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Agatha B
Tran/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Allen W Ueckert/NA/Enron@Enron,
Peter Berger/Corp/Enron@ENRON, Carol
Howes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Howard Selzer/Corp/Enron@ENRON,
Wes Colwell/HOU/ECT@ECT, Kimberly Scardino/AA/Corp/Enron@ENRON, Christopher
Herbold/AA/Corp/Enron@ENRON, Eric McKee/AA/Corp/Enron@ENRON, Michael K
Patrick/NA/Enron@Enron, Russell Montgomery/AA/Corp/Enron@ENRON, Thomas
Myers/HOU/ECT@ECT, Brent A Price/HOU/ECT@ECT, Stephen Wood/LON/ECT@ECT,
Krysti Knight/HOU/ECT, Dave Andrews/WSX/AZURIX@Exchange, Kerry
Roper/GPGFIN/Enron@ENRON, Elise Clark/Corp/Enron@ENRON, Elaine
Schield/Corp/Enron@ENRON, Jeff Smith/HOU/ECT@ECT, Wanda LaBaume/Enron
Communications@Enron Communications
cc:

Subject: 2000 Annual Report/Form 10K Schedule

Find attached (i) a schedule detailing draft distribution dates and (ii) the
responsibility matrix for the 2000 Enron Annual Report.  The responsibility
matrix lists the responsible business unit contact, a corporate contact as
well as due dates.

Gary


For your information, the ALP Project presenation that Vince Kaminski
invited you to will be held in the Enron Bldg. in conference room EB49C1.
If you need any other information, please let me know.

Regards,

Shirley Crenshaw
Administrative Coordinator
Enron Research Group
713-853-5290
email:  Shirley.Crenshaw@enron.com


Hi Greg,

The agreement isn't  attached.  (I do that ALL the time.)

ckm


Here is the draft of the Master Agreement for Frontera.  Please let me know
if you have any questions.

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


Tom,

Leave the noms the way they are in Sitara.  These volumes are so small, there
is no need to adjust anything.

D

Tom Acton@ENRON
04/05/2000 09:26 AM
To: Daren J Farmer/HOU/ECT@ECT
cc:
Subject: Walter O&G/Superior April Noms

do you still want me to hold off on these.
---------------------- Forwarded by Tom Acton/Corp/Enron on 04/05/2000 09:25
AM ---------------------------

Vance L Taylor@ECT
03/29/2000 04:44 PM
To: Tom Acton/Corp/Enron@ENRON, Daren J Farmer/HOU/ECT@ECT
cc: Melissa Graves/HOU/ECT@ECT

Subject: Walter O&G/Superior April Noms

Tom,

I recently received this nomination and the total package of gas for the
aforementioned changed as follows:

Counterparty    Meter  Last Nom  Latest Nom  Chg.
Walter O & G    9747  3,901mmbtu/d  3,426mmbtu/d  (475)mmbtu/d
Walter O & G    9787  1,604mmbtu/d  1,713mmbtu/d    109mmbtu/d
Walter O & G    9808  4,890mmbtu/d  4,950mmbtu/d      60mmbtu/d
Superior Natural Gas   9741  2,783mmbtu/d  2,570mmbtu/d  (213)mmbtu/d
          Total change  (519)mmbtu/d
I've made the change in my spreadsheet.

vlt
x3-6353


Rosie -- please check Ken's calendar.  This would be a great one to do if we
can squeeze it in.

Nick -- congrats on what looks like a great new opportunity to make
progress.  I am in all week and would love to talk to you and Joe.  If we
can't otherwise make schedules work, call me at home after hours Houston time
(713-621-6550).

Nicholas O'Day
08/27/2000 10:49 PM
To: Steven J Kean/NA/Enron@Enron
cc:

Subject: Ken Lay meeting with Japanese Prime Minister

---------------------- Forwarded by Nicholas O'Day/AP/Enron on 08/28/2000
12:48 PM ---------------------------

Nicholas O'Day
08/28/2000 12:28 PM
To: Steven J Kean/HOU/EES@EES
cc: Joseph P Hirl/AP/ENRON

Subject: Ken Lay meeting with Japanese Prime Minister

Steve,

Over the last month the Japanese regulators and Government have come to the
realization that the electricity deregulation initiatives implemented in
March of this year have not stimulated competition in the manner in which
they had expected. MITI and the Government are currently examining why the
initiatives implemented in March are falling short of expectations and
looking to move the 2003 review forward to next year. There are currently two
multi party committees looking at the energy sector. The ruling Liberal
Democratic Party also has one committee looking at energy. In addition, MITI
is in the process of forming a new advisory group comprising academics to
consider the next stage of deregulation.

As you are aware, we have been working the regulatory aspects through MITI
and the US Government for some time now with a degree of success - in fact,
the majority of our 12 month goals have been achieved. Recently, with the
addition of Kimura, we have increased our level of contact with senior
political figures in Japan.

Both MITI and the USG continue to seek Enron's views on issues relating to
the current deregulation process and the way Enron wants to see electricity
deregulation. We have recently addressed the parliamentary Deregulation
Committee which reports to the Prime Minister and regularly provide
educational presentations to MITI on issues relevant to deregulation.
Further, senior political figures are now recognizing that Enron can assist
in the deregulation process in a positive way.

What we appear to have in Japan in the electricity sector is a reasonably
clean slate and the opportunity to have a major say in how things should be
structured in the future.

Ken Lay's links with the Republican Presidential campaign has received media
attention in Japan and it is believed in Government circles here that he will
receive a cabinet position if Gov. Bush is elected. As a result, Mr Lay
currently carries a great deal of weight in senior Government circles in
Japan. In the period prior to the Presidential election, we have an ideal
opportunity to get our message across at the highest levels of the Japanese
Government through Mr Lay.

A meeting between Mr Lay and Prime Minister and other senior Government
members would significantly increase Enron's profile in Japan and assist in
conveying our vision for the next phase of deregulation.

If Mr Lay were to visit Japan, possibly in late October or early November, we
would also look at coordinating the Tokyo office opening with the visit and
arrange a number of high level commercial meetings. Prime Minister Mori and
the US Ambassador have already expressed an interest in attending the office
opening.

Both Joe Hirl and I would like to speak with you further about the above.
When would be a convenient time?

kind regards


Talking points from Steve's discussion with Ken;  do not circulate.


For your viewing pleasure . . .
---------------------- Forwarded by Eric Bass/HOU/ECT on 03/19/2001 10:51 AM
---------------------------

"Eric Bass" <dominator128@hotmail.com> on 03/18/2001 03:30:56 PM
To: ebass@enron.com
cc:
Subject:

_________________________________________________________________
Get your FREE download of MSN Explorer at http://explorer.msn.com

 - Contract Letter.doc


If the interviews are 2 on one, then I'm ok with only one interviewer.  Remind me to look around on monday.

 -----Original Message-----
From: 	Lebeau, Paul
Sent:	Friday, October 26, 2001 6:04 PM
To:	Shankman, Jeffrey A.
Cc:	Marvin, Michele Nezi
Subject:	Any Suggestions?

Hello Jeff,

Kevin McGowan has cancelled as second day interviewer at Wharton.  I was wondering if you had anyone that could spare us time or anyone in mind I could contact?

Thanks for the help.

Paul L.


Mike:  Here are my comments.  Apologies for the fact that they are quick and
dirty.

All Enron's public statements that I have read, including, I think,
statements made to financial analysts, state that our exposure in California
is not "material."  Dennis' declaration says that the situation in California
has been a "financial disaster," that "Enron has lost over $300 million," and
that "Enron stands to lose millions more."  The losses are described as
"huge."  Perhaps this is information that has since been communicated to the
market, but I'm not aware of it.  And if it hasn't, it could represent a
significant conflict with previous statements.  Seems prudent to run this by
IR and perhaps others before releasing.
Regarding the statements about our hedging strategy.  It would seem prudent
to run this through the organization for comment and discussion prior to
making public.
Very minor technical point--I don't think that AB 1890 was passed
"unanimously."  I think that there was 1 nay vote.
The statement is made that "the utilities were required to sell off most of
their generating capacity."  The utilities were only required to sell off 1/2
of their fossil-fired plants (which I think at the time may have amounted to
about .2-.25 of their total gen assets).  They chose voluntarily to sell of
the remainder of their fossil-fired plants.
It is stated that stranded costs are "investments in imprudent power
generation facilities."  These investments were in fact found in the past to
be prudent by the PUC.  Would therefore not seem accurate to call them
imprudent now.
Is it now "virtually impossible to manage commodity risk" in California?
Just wondering if judge might view the statement as overstating the situation
somewhat.
From a PR perspective, I'm wondering if we want to characterize re-sourcing
UC/CSU in the following manner, "It was actually a relatively easy decision
to make."  Makes Enron sound perhaps excessively hard-nosed.

Best,
Jeff