Utilities Biweekly Report
 A news service for energy professionals   	 November 20,  2001

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Electricity Restructuring Gets Push  From Republicans
Republican members of the Energy and Air  Quality Subcommittee of the House Energy and Commerce Committee have agreed with  Subcommittee Chairman Joe Barton, R-Texas, that restructuring legislation should  move forward now that Congress has a few more weeks in session. In an 8-2 vote  last week, Republican Committee members decided to continue drafting electricity  restructuring legislation. Electricity restructuring provisions were excluded  from the energy bill approved by the House earlier this year. The issue was to  be readdressed in the fall but was delayed due to the events on September 11th.  No action has been taken to date in the Senate.
Green Mountain Energy Expands Into  Ohio's Restructured Market
Green Mountain Energy Company has  entered into an agreement with the Northeast Ohio Public Energy Council (NOPEC)  to service northeastern Ohio with solar and wind-generated electricity. NOPEC  was formed last year under Ohio's utility deregulation statute Senate Bill 3,  which allows local governments to serve as aggregators for electricity  customers. NOPEC consists of 100 local communities with approximately 500,000  energy customers. Under the agreement, Green Mountain Energy will construct a  25-kilowatt solar array at Lake Farmpark in Kirtland, Ohio, and will conduct a  study to determine the feasibility of siting a wind generating facility in Ohio.  The Green Mountain Energy solar array will be the largest in the state and the  first commercial solar array in Ohio built for the competitive market. The  proposed wind study will be the first commercial wind analysis executed solely  for the competitive market.
Debate Over Deregulation Impacts in  Oklahoma
Oak Ridge National Laboratory (ORNL) has reported, in a  first-of-its kind study, that restructuring Oklahoma's electric industry can  benefit consumers, but problems and potential pitfalls do exist. The report has  been met with some opposition however. Pete Churchwell, president of Oklahoma's  second largest electric utility AEP/PSO, stated on November 16th that he does  not support the study's findings, one of which indicates that Oklahoma's energy  costs could rise between 5 and 25 percent if the retail electricity market is  opened to competition. The study results indicate that lower electric prices may  be available in the short term, but restructuring will ultimately bring higher  prices. Under the state's restructuring plan, existing generating plants will  have a competitive advantage over new plants. This advantage will result in  higher prices in the long term because newer, higher-cost plants may be forced  out of the marketplace. Churchwell contests that it is too early to know for  certain how consumer rates will react in a deregulated market. While admitting  that the nation's grid was not designed for retail competition, Churchwell said  that improvements in state transmission systems would allow a successful retail  competitive market.
Utility still looks to be freed of  generators
Clark Public Utilities has been trying in vain for  two months to unload some of the 50 portable generators that have become a  multimillion-dollar white elephant.  The units, wired in rows near the  River Road Generating Plant, were leased for a year for $19.5 million. The deal  was signed with General Electric early this year, at a time when there were dire  predictions about this summer's power supply.  In addition to the equipment  lease, there is a $15 million natural gas contract to power the generators and a  roughly $12 million expense to transport the gas. While Clark has been able to  resell some of the gas at a loss, the transportation costs can't be  recouped.  For weeks, electricity on the open market has been much cheaper  than that produced by the generators.  In place since July, the generators,  each producing 1 megawatt of power, have run for just 39 days.  Electricity  prices have plunged, from a high of $325 per megawatt-hour this summer to less  than $30 today. The price has to be about $95 to make operating the generators  feasible. So utility officials have had no choice but to let them sit  idle.  In September, the net expense for the generator farm gas, generator  lease and so on was $3.5 million. For no electricity.  Utility officials  have tried to get GE to find customers for at least some of the  generators.  Tuesday morning, Andy Huck, Clark's operations director, said  he had heard from GE about a "pretty serious inquiry" for two generators for two  months. And that, he said, "is the best inquiry they've had so far."  Now,  utility officials are trying to decide whether to keep spending $62,000 a month  for three GE employees and other expenses associated with maintaining the  generators.  The theory is that the equipment should be tested, a few at a  time, to ensure they will be ready if needed.  "They told me the generators  need to be 'exercised,'" said Huck. "I told them they spent two months on a ship  without being started." The units were built in Austria.  GE, with a signed  one-year lease in hand, has little incentive to find customers for the  equipment, particularly when the company could presumably lease other generators  from its inventory.  "They say it's because we're such good client" that an  effort has been made to find other users for the generators, said Huck. Clark's  $120 million River Road generating plant features a giant GE turbine.   Clark officials don't hold out much hope of getting out from under the generator  lease expense, which runs about $1.3 million per month. "Where would they go?"  asked Jim Sanders, Clark's director of energy resources.  Meanwhile, the  natural gas supply for the equipment is being resold at about half what it cost  the utility. Gas prices also have fallen since the supply deal was inked.   At their regular Tuesday meeting, utility commissioners decided to proceed with  a $100 million bond sale that includes money to pay for the generator  lease.  In March, Rick Dyer, Clark's finance director, recommended that the  utility cut a deal for a one-year, $100 million "bond anticipation note." The  arrangement was made on the assumption that interest rates would fall in a few  months, which they have to 1961 levels.  The move Tuesday gave Dyer and  utility General Manager Wayne Nelson the OK to approve a bond sale of up to 15  years at 6 percent interest although 5 percent or less is more likely, and the  goal is a 10-year term, officials said.  The bond sale likely will occur in  the first week of December. The bulk of the $100 million borrowing is to cover a  $63 million power purchase from Kaiser Aluminum. The deal, like the generator  lease, was for power to cover an August-September gap in Clark's power supply,  before the start of a Bonneville Power Administration contract.  That  Kaiser purchase was at $325 a megawatt-hour. The utility lost a bid to have a  federal judge declare the price exorbitant and order a partial refund.
AEP, Reliant Named as Last Resort  Providers in Texas
The Texas Public Utility Commission (PUC) has  named American Electric Power (AEP) and Reliant Resources affiliates "providers  of last resort" (POLR) for residential and small-commercial customers in all or  part of 96 counties within TXU Electric's service area. The POLR becomes the  electricity provider for customers who have been dropped by their past provider  due to payment problems or if their provider has discontinued service in their s  area. AEP and Reliant will offer a retail price that is expected to be 30-34  percent higher than base rates in the area taking effect January 1, 2002. By  becoming the POLR, AEP and Reliant will acquire an additional 2 million  Dallas-area customers and an expected 1-20 percent load increase. Due to the  higher costs associated with such an increased load the PUC was agreeable to the  higher rate. Consumer groups are opposing the higher rates, saying that  low-income consumers will be unfairly hurt. Although many low-income consumers  will qualify for a 10 percent discount advocates are arguing that POLR rates  should equal the regular rates.
Studies Show Changing Consumer Views  Towards Deregulation
A recent study by Deloitte and Touche  Energy Resources Group finds that consumers are less aware of deregulation in  the electric industry and more wary of its potential benefits. The survey  considered the opinions of 657 consumers nationwide and found that the number of  consumers who are aware of changes in retail electric markets has dropped to  39.7 percent, compared with 50.5 percent in 2000. This is a reversal in a  five-year trend of increasing consumer awareness on deregulation. Analysts cited  the terrorist attacks and the lack of federal legislation or debate on  deregulation as reasons for the change. The survey also found that more  consumers expect electric rates to increase with deregulation. Deloitte and  Touche's Brank Terzi reports that a third of consumers expect no benefit from  competition, while 26 percent expect prices to go down, 9 percent expect  improved service, and 15 percent simply "don't know." Another study completed by  RKS Research and Consulting similarly found that many consumers feel that  "deregulation has been a colossal failure." Their study found that many  consumers who have switched to new service providers have been disappointed  because their service expectations were not met. RKS Senior Vice President  Carmine Grastataro said, "customers of public power are more satisfied with the  job their utility is doing than are customers of the IOUs. Although this finding  has historically remained true, the difference in performance scores between  public power and IOUs is exacerbated in states where competition is under way."  The study also found that consumers are more interested in purchasing power  through buying groups, voluntary energy curtailment programs, and on-site  generation.
FERC Postpones December 15 RTO  Deadline
The Federal Energy Regulatory Commission (FERC) has  officially decided to postpone the December 15, 2001, deadline for utilities to  create four regional transmission organizations (RTO). FERC Chairman Pat Wood  said of the decision, "RTO development is in very different stages in various  parts of the country, and it is not possible for all RTOs to be in operation by  the December 15, 2001, deadline established in Order 2000." The commission has  approved a rulemaking order, RM01-12, that addresses the development of RTOs in  several steps. First, the Commission will develop a broader definition of the  expected functions of an RTO and how they can be achieved. Second, FERC will  seek improved input and communication from both state and federal agencies on  RTO development. Third, FERC will conduct a formal cost benefit analysis of RTO  systems. This comes in response to two conflicting studies: NY ISO reports that  a large Northeast RTO could cause power rates to increase by $90 million, while  Mirant contends that a Northeast RTO could save consumers $440 million. The  rulemaking also calls for FERC to determine areas in which standardization can  be improved. Lastly, a new "progressive" timeline will be developed that  addresses RTO development in a region-by-region approach. While Chairman Wood  said that the commission is holding to its original concept of four RTOs, he  also noted that the new order suggests that three smaller RTOs may be developed  within the Western region. These transmission groups would include RTO West,  Desert Star RTO, and one based on the California ISO. The rulemaking also makes  a call for comments in what Commissioner Nora Brownell noted as possibly the  last opportunity for market participants and state regulators to make  suggestions and raise concerns before final orders are issued.
Ontario deregulation in  doubt
The planned  deregulation of the $35-billion Ontario electricity sector has been thrown in  doubt by a radical proposal that would shackle the province's electricity  transmission company, preventing it from becoming a significant player in an  open North American power market. The plan, known only to Ontario Premier Mike  Harris and a few government and Bay Street insiders, would turn Hydro One into a  not-for-profit entity instead of a fully commercial, privatized company. If this  happens, Hydro One would lack the flexibility to raise equity capital, make  acquisitions and form partnerships in an effort to become one of continent's  premier transmission companies -- a goal plainly set out by chief executive  officer Eleanor Clitheroe. David Lindsay, the president and chief executive  officer of Ontario SuperBuild Corp., the government's privatization adviser,  confirmed that turning Hydro One into a not-for-profit organization, similar to  Nav Canada, the civil air navigation service, is under serious consideration.  "We've been asked to evaluate all options for Hydro One's future, including this  one," he said yesterday. He would not provide details, though it is thought that  the government wants to make a decision on Hydro One's future ownership  structure by the conclusion of the year. A senior official in the Ontario  government, who did not want to be identified, said the proposal "is a step  backward to the old days of Ontario Hydro." He was referring to the debt-laden  utility that was split into Ontario Power Generation, the electricity generating  arm, and Hydro One, whose network of high-voltage transmission lines spans  30,000 kilometres. The Premier's office would not comment. A spokeswoman for  Energy Minister Jim Wilson would say only that "there are a number of options on  the table." Sources on Bay Street and at Queen's Park said the idea of turning  Hydro One into a not-for-profit entity is being propelled by Anthony Fell, the  chairman of Royal Bank-owned RBC Dominion Securities, Bay Street's largest  dealer. If the new Hydro One took this shape, it would raise about $10-billion  through the sale of bonds to investors. The dealers' commission on the sale of  the bonds, which would rank among the biggest debt issues in history, would  range from $25-million to $40-million, one Bay Street executive said. Mr. Harris  is said to be keen on the concept partly because all the money would go back to  the government to help pay down the $21-billion in "stranded debt" racked up by  the old Ontario Hydro. The generating and transmission giant's decades-long  spending spree on nuclear plants and other assets tore a huge hole in the  province's balance sheet. Hydro One's cash flow, derived from sales to  electricity users, would be used to pay the interest on the $10-billion of  bonds. Presumably, consumers would face higher electricity charges if Hydro One  lacked sufficient cash to pay the interest. If Hydro One were a private company  instead, its financial risk would be borne by shareholders, not ratepayers. The  United States has embraced deregulation partly because it shifts the financial  risk of the electricity market from taxpayers to shareholders. Executives at RBC  Dominion declined to comment on the plan, citing client confidentiality  concerns. Mr. Fell first proposed it to the government in the spring. The  government wants to open up the Ontario electricity market, in which buyers and  sellers can negotiate prices, by next spring. The market overhaul contemplated  turning Ontario Power Generation and Hydro One, both of which are 100 per cent  owned by the government, into commercial companies. In Hydro One's case, the  leading options were thought to be an outright sale, in which the utility would  be bought by another company (presumably a rival utility), or an initial public  offering, where the shares would be owned by private investors and traded on the  stock exchange. The third option -- converting Hydro One into a not-for-profit  organization -- has come as a surprise. There has been no debate on this option,  though rumours of its existence have jolted Bay Street and Hydro One, both of  which were working on the assumption that the transmission business would  eventually become a commercial enterprise. Sources said that Hydro One  management opposes the not-for-profit structure because it would deny Hydro One  the flexibility and discipline of a typical commercial business. The  not-for-profit structure would mean it would not have to pay taxes, which raises  potential trade issues with the United States. American transmission companies  might argue that Hydro One's non-taxable status gives it an unfair competitive  advantage. It would also deny Hydro One management the benefit of potentially  lucrative share options.  Rod Taylor, Hydro One's executive vice-president,  would not comment on the not-for-profitoption being contemplated by the  government. He said, however, that the company's strategy hinges on its ability  to become a major player in the deregulated North American electricity market.  "Our vision of the company is to become a fully commercial entity, and become in  the transmission sector what Canadian National is to the rail sector," he said  in a phone interview. Stanley Hartt, the chairman of the Canadian office of Wall  Street's Salomon Smith Barney, is among the Bay Street executives who opposes a  not-for-profit structure for Hydro One (Salomon has a small role as an adviser  to Hydro One's strategic business plan). In a three-page letter sent this week  to the top executives of several large power-using Ontario companies, he said  that "this idea is short-sighted and bad for Ontario." He argued that "the  absence of an equity component in the capital structure of the not-for-profit  corporation essentially transfers the equity risk to the ratepayers." He also  said that, without financial flexibility, Hydro One would lack the resources to  invest in "new bottleneck-eliminating connections" that would allow the company  to become a significant electricity exporter. "Ontario would lose the prospect  of becoming a true hub for North American Energy transmission," he said. In a  recent report on the power industry, TD Newcrest analyst David McCracken wrote,  "With its operating expertise and strong balance sheet, Hydro One is well  positioned to act as a consolidator of transmission grids in the northern United  States, where ownership tends to be fragmented." He noted that Hydro One is  expected to be privatized in the next few years, and he said the utility has  "the opportunity to lever strengths from traditional wires businesses into  competitive high-growth initiatives." According to sources familiar with the  not-for-profit proposal, Hydro One would be governed in the best interests of  all electricity users by stocking the board of directors with appointees from  corporations that are heavy power users, such as auto and steel makers and paper  companies. Such a structure exists at Nav Canada, with airline executives on the  board, and the company has been able to cut the fees it charges customers.  Restructuring Hydro One with debt, rather than equity, is also presented as the  most efficient way to capitalize the company. "The problem with a Canadian  National Rail-style IPO is that equity is much more expensive than debt," said  one financier familiar with the proposal. "With a debt-based structure, every  dollar earned is available to pay interest, while an equity-based structure  means you pay federal taxes, provide a return to shareholders and make debt  payments." Dofasco Inc., the big Ontario steel producer that consumes about  $100-million of electricity a year, supports the not-for-profit proposal. Gord  Forstner, head of communications, said a bond sale would reduce Ontario Hydro's  stranded debt by $10-billion immediately, paving the way for lower electricity  charges. Currently, a special levy on all electricity bills is being used to  whittle down the debt. The charge costs Dofasco alone about $15-million a year.  "We want to see the stranded debt paid down first," Mr. Forstner said. "Until  that happens, we don't favour Hydro One going to the expense of expanding  outside of Ontario's boundaries."
Retail Access Requested in  California
The Alliance for Retail Energy Markets (AReM) has  asked the California Supreme Court to overturn the state Public Utilities  Commission's September 20th decision that suspended direct retail access across  the state. The consumer group, comprised of American Utility Network, the  Alliance for Retail Energy Markets, California League of Food Processors,  Western Power Trading Forum, Strategic Energy, AB&I Foundry, Tricon Global  Restaurants and School Project for Utility Rate Reduction, has argued that the  ruling was made without due process and that the Court had no right to abrogate  contracts retroactively. "It is our hope that the Supreme Court recognizes the  PUC has acted in complete disregard of our constitutional rights and has rushed  to judgment on this issue, without hearings and without creating a proper  evidentiary record," said AReM Attorney Dan Douglass. PUC Commissioner Carl Wood  has maintained that the PUC issued the order because it believed that consumers  have hastily signed contracts with competitive suppliers, leaving fewer  customers to pay for the state's wholesale power costs. AReM is disputing the  claim, saying that only a limited number of customers switched suppliers during  the summer of 2001.
Plant Construction Influences  Florida's Wholesale Market
California based Calpine Corporation  announced that it has begun construction of a 530 megawatt power plant in  Auburndale, Florida. The construction brings Florida closer to deregulation, as  Calpine is one of the few out-of-state generating companies to successfully  penetrate Florida's wholesale electricity market. Other companies, such as  Enron, have attempted to construct new power plants in the state, but have been  unsuccessful due to community and regulatory resistance. Florida's stringent  Power Plant Siting Act makes it very difficult for out-of-state companies to  enter the market. Calpine has succeeded by agreeing to sell the output from the  Auburndale plant under a long-term contract to one of Florida's existing  utilities, Seminole Electric Cooperative. In addition, Calpine has been working  with the Florida Partnership for Affordable Competitive Electricity to persuade  lawmakers and Governor Bush to deregulate Florida's wholesale market. Florida's  Energy 2020 Study Commission, which is responsible for the state's competition  plan, has endorsed a proposal to allow out-of-state companies to enter Florida's  wholesale market by building new plants and selling power to the state's  incumbent utilities. The Commission has also suggested eliminating the power of  state government to approve power plant development and limiting the ability of  local governments to block projects. The Commission is expected to issue a final  report on December 1, 2001.
Florida PSC Approves Independent  Power Line Operations
The Florida Public Service Commission  (PSC) has approved the transfer of the state's power lines from utility  jurisdiction to an independent company. The PSC has asked Florida's three main  utilities, Florida Power and Light (FPL), Florida and Power Corporation, and  Tampa Electric, to devise a proposal within 90 days that will turn over  operation of the power lines to an independent system operator. Commissioner  Michael A. Palecki said that the decision was made in the best interest for  ratepayers, utility companies and independent power companies seeking a  competitive market. Under an earlier proposal submitted to the PSC, the  utilities proposed a statewide regional transmission organization, GridFlorida,  that would have owned and managed the power lines. The PSC did not approve the  plan, as it would have moved jurisdiction of retail rates to the Federal Energy  Regulatory Commission.
New England Congressmen Seek Equal  Representation on RTO Board
Twenty-three U.S. congressmen from  New England requested that their states be given adequate representation on the  governance of the Northeast Regional Transmission Organization (RTO.) In an  effort organized by Representative Edward Markey (D-Mass), the bipartisan  delegation of congressmen wrote a letter to the Federal Energy Regulatory  Commission (FERC) asking the regulators to create a governing board comprised of  equal numbers of representatives from New England, New York, and the  Mid-Atlantic. "We view an equally balanced governance structure as the only way  in which a single market design can be implemented which would truly benefit the  consumers of all the regions," Markey said. FERC has been considering several  options for structuring the board that will oversee the unified Northeast  wholesale power market. One proposal gives five seats for representatives from  the Mid-Atlantic, three seats to New York, and two to New England. ISO New  England and New York Independent System Operator joined the congressman in  opposing that plan and requesting equal representation.
California Wants Consumers to See  Real Power Costs
In a move that may prevent a repeat meltdown of  the wholesale electricity market in California, the California Consumer Power  and Financing Authority wants to install electricity meters that charge  consumers the real cost of power. Currently consumers pay the same price for  electricity throughout the day even though the wholesale price varies every  hour. Therefore, consumers have no incentive to conserve during peak times. The  meters will charge residential consumers more for power used during peak hours,  when demand is highest and less during off peak times. The authority issued  requests for proposals, due by November 15, for a minimum of 10,000 real-time  meters, the cost of which varies between $200 and $1,000. The power authority  plans to finance the purchase of the meters and will market them to customers of  Pacific Gas & Electric, Southern California Edison, San Diego Gas &  Electric and dozens of municipal utilities. As consumers have shown to be  responsive to price signals in a pilot program in Washington, Californians too  can expect to reduce their energy consumption. Project manger, Kevin Wood of  Southern California Edison hopes his company will install meters for 11,000  customers by next summer. He said that if these customers, who represent 20 to  30 percent of the load, respond to price signals during peak hours, this may in  turn drive down wholesale prices for all users. While consumers may benefit, the  decrease in consumption may cost power generators millions of dollars in  revenue.
Environmentalists and Union Coalition  Oppose Deregulation in Indiana
A coalition of union members from  several groups showed their opposition to electric utility deregulation in  Indiana during a peaceful demonstration on November 7. The coalition, know as  People's Energy Campaign, includes members from UNITE Local 399, formerly the  Ladies Garment Workers Union, the Central Labor Council, Valley Watch  environmental group, and the Citizens Action Coalition. Denny Owen, an executive  board member of UNITE Local 399, expressed the general concern of the coalition  that deregulation should be discouraged. "We don't think it'll make prices  lower, it'll make them go higher," Owen said. Indiana is considered to have low  utility rates compared to other states. Indiana lawmakers are considering  deregulation as newly introduced legislation proposes to create an Energy Policy  Commission that would craft a comprehensive energy plan for the state. Senator  Gard and other General Assembly members created the bill to address the state's  need for a true energy policy and as a means to address future electric load  growth. "Merchant power plants have been a divisive issue in the past year and a  half," Gard said. "There are many people who feel if the state has a  comprehensive energy policy, it might be better able to deal with this issue.  And we also have to pay attention to what's happened in California." The bill  would set up a temporary commission with appointed members representing various  stakeholder groups including state government, industry, labor, and  environmental groups. The commission is scheduled to present a final report to  the governor in December 2002. While electric deregulation would not be a prime  focus of the commission, the "specter of deregulation" would have to be examined  in some fashion, Senator Gard said. SB 233 has been sent to the Senate Rules and  Legislative Procedures Committee. Senator Gard predicts it will pass the Senate,  although chances in the House of Representatives are less favorable.
Debate Over Oklahoma Transmission  System's Readiness to Serve Future Load
The Electric  Restructuring Advisory Committee met with industry officials on November 7 to  discuss the future capabilities of Oklahoma's transmission system. The committee  is responsible for researching the capabilities of the system, determining  whether upgrades are necessary, and delegating the responsibility for paying for  such upgrades. With new power plants being developed and proposals to open the  state to a competitive electric market in progress, concern has risen as to  whether the transmission system can handle the increased load. Stanton Hadley of  Oak Ridge National Laboratory reported that electricity demand in Oklahoma is  expected to grow 26 percent, to 14,350 megawatts by 2010. The transmission  system currently is able to handle only 13,300 megawatts. Nevertheless, power  companies are planning 13,500 megawatts of new power generation. Calpine  Corporation is spending about $20 million on transmission improvements between  its power plant near Coweta, Oklahoma, and the outlying region. Also, Public  Service Company of Oklahoma plans to spend $40 million on transmission upgrades  over the next few years. With the new power plants and a supply surplus  expected, Hadley also said that consumers could expect lower costs. John Wright,  one of the committee members questioning this assumption, said that in a  deregulated market, the utilities are likely to sell their power out of state.  If this were to occur, lower power prices would be unlikely. The Electric  Restructuring Advisory Committee will deliver a report to the Legislature at the  end of the year.
Thirty New Power Plants Proposed for  Virginia
The latest news out of the deregulation of Virginia's  electric power industry centers around thirty proposals for new power plants in  the state. While the surge in supply is expected to prevent a California-like  energy crisis, health and environmentalists argue that the air pollution and  smog from the plants could damage the state's parks and forests. Since 1998,  when the state announced its plans to open its energy markets to competition, 30  companies and utilities have asked for state approval to build new plants.  Activists complain that the new power would not even benefit Virginia's  customers, as the energy is intended for delivery in northeastern states. By  building plants in Virginia, utilities avoid the Northeast's stringent  environmental regulations. An advisory group composed of utility and industry  representatives argues that new plants pose no significant risk. They stated  that 28 of the new plants would run on cleaner-burning natural gas and that  other federal regulations would require older plants to reduce harmful emissions  by 65 percent by 2004. The representatives also expect that only a few of the  plants will actually be built due to market conditions and cooling-water  shortages.

Copyright ? 2001 Egnatia Research &  Management. All rights  reserved


Sara:

    As promised, this email discusses the securities laws issues involved
with equity derivatives, I
then make a few observations about the relationship between the securities
and commodities laws, and I
then makes some comments on the confirmations you sent me (both securities
laws comments and other
comments.

The principal securities laws issues relate to the fact that the equity
derivative itself is a security and to the
issue of whether and to what extent a counterparty,s activities in
establishing or unwinding a hedge are
attributable to the issuer.  When Enron enters into a derivative and the
counterparty goes out into the
market to make a purchase, is that purchase attributable to Enron?  When it
unwinds its hedge by making
a sale, is the counterparty,s sale attributable to Enron and therefore
required to be registered?  Here are
the principal issues:

1)  Rule 10b-5.  When Enron enters into a derivative, it must be sure it
does
not have undisclosed
material inside information regarding its affairs.  It is my understanding
that the traders are
supposed to check with Rex Rogers on the issue of whether Enron possesses
such information.
Although it could discharge its obligations under Rule 10b-5 by disclosing
the information to the
counterparty, that would probably be unacceptable since the counterparty
would then be in
possession of material inside information and could not engage in a market
transaction to hedge.
Thus, each time it enters into an equity derivative in its own stock, Enron
must be confident that
the public has available to it all material information regarding Enron.

2)  Rule 10b-18.  This rule permits issuers and persons acting in concert
with issuers to repurchase
the issuer,s  shares under a &safe harbor8 that says in effect that if
purchases are made pursuant
to the rule they won,t be deemed to be manipulative by reason of the timing
and amounts of the
bids or purchases.  It is typical for an issuer to require its counterparty
to make purchases
pursuant to the rule.  Sometimes this is a contractual undertaking in the
confirmation, and in
some cases the issuer will simply obtain an oral commitment from the
counterparty to engage in
its hedges pursuant to the rule.  Obviously, it is better to have it in
writing.

3)  Registration of Sales.  If Enron decides to net share settle and issues
shares to the counterparty,
those are obviously restricted securities that cannot be sold by the
counterparty in the absence of a
registration statement.  But what about the resales by the issuer when it
unwinds its hedge that it
has put on by buying shares in the open market?  Are those sales
attributable
to the issuer so
therefore required to be registered?  I have seen lots of counterparties,
based on advice of their
law firms, take different positions on this:

a)  Some counterparties say that they want registration rights covering
resales of shares
purchased in the open market to hedge a derivative with the issuer.  If the
economics of
the derivative are determined based on the net proceeds from the sales, it,s

a more
difficult case because the issuer itself is realizing benefits and
detriments
from the sales.
b)  Some counterparties say they want registration rights covering resales
of
shares
purchased in the open market to hedge a derivative with the issuer only if
there is a
strong correlation at the onset of the contract between the terms of the
derivative and the
hedge.  It it,s a total return swap, for example, there will be a 1:1
correspondence (i.e.
the economics will tell you that the counterparty will buy 100% of the
shares
covered by
the swap immediately upon entering into the swap); but if it,s something
like
a collar
with divergent strike prices and involves dynamic hedging where it,s not
clear whether
and to what extent the counterparty will make purchases or sales in the open

market,
then it,s not as easy to attribute the counterparty,s actions to the issuer.

 In those cases
these counterparties look at the correlation and if it,s not that great they

don,t ask for
registration rights.
c)  Some counterparties say they don,t want registration rights for resales
of stock
purchased in the open market to hedge their position.

Credit Suisse First Boston falls in category c) with respect to the May 2000

confirmation you sent
me. Even though there is a strong correlation between the deal and the hedge

( i.e. even though
in that case they will no doubt immediately purchase 100% of the shares
covered by the
transaction) they are only asking for registration rights with respect to
the
shares that are
delivered by Enron on net share settlement.

4)  Commodities Laws.  Under the commodities laws there are some risks in
doing equity swaps in
that one has to rely on the swaps policy statement rather than the swaps
exemption, but those
risks are probably minimal enough that Enron is willing to take them.  (The
swaps exemption
does not cover equity swaps.)  With respect to equity options, they are
outside the CFTC,s
jurisdiction altogether.  Forward contracts present the most difficult
issues
in that there is a lot of
case law and CFTC lore about the distinction between forwards and futures,
and a key distinction
is that forwards are physical delivery contracts that bind the parties to
make and take delivery.
State bucket shop laws outlaw contracts that purport to be contracts for
sale
of a security that are
to be settled based on market price quotations.  So I would counsel Enron
not
to enter into any
forward contract that has a cash settlement alternative.  Although one can
argue that net share
settlement has the same defects, I don,t feel as strongly about that because

you could get to where
you want to get by physically delivering the  shares and issuing  new shares

in payment; the
theory is that you actually delivered shares and just netted them out; that
is not quite as bad as
flying in the face of the case law and CFTC lore on net cash settlement.

The Bear Stearns Confirmation and Cancellation.  I really don,t have any
comments on this; I think the
cancellation was effective to cancel the parties obligations.  The
confirmation did not present any
registration issues.  I guess I would say that if you do something precisely

like this you might get them to
agree to make any hedge purchases pursuant to Rule 10b-18, but that,s it.

The Credit Suisse First Boston Confirmation.  This is an extremely well
written document.  For the
reasons discussed above, I would counsel against entering into this kind of
transaction with the cash
settlement feature, in light of the risk that it could be characterized as
an
illegal, unenforceable futures
contract.  A few other comments: They say automatic early termination
applies, but I think that is a really
bad idea.  Enron had an agreement with a counterparty that took bankruptcy
and Enron did not find out
about it until a few days later, after the market had moved; since Enron did

not know of the termination it
did not unwind its hedge, yet the ISDA said that the amounts payable on
termination would depend on the
termination date pricing.  So Enron took a loss.  You ought to always have
within your control the right to
terminate.  This is especially true of U.S. parties, but I would think the
same would apply to foreign
parties unless there is something peculiar about the law of the jurisdiction

you are dealing with.

Both Confirmations  Both confirmations have language that says that if the
parties have not entered into
an ISDA Master then the counterparties, standard form controls.  I think it
is not a good idea to agree to
such language because you are agreeing to something you know nothing about.

Additional Comment.  I think that whenever a counterparty requests
registration rights Rex should be
involved.  I think the CSFB confirmation,s provisions relating to
registration are fine, and of course they
can,t force us to register because the choice of net share settling is
purely
our choice.  Nevertheless, I
think that Rex needs to be involved so you and Rex need to get this point
across to the business people that
they shouldn,t just sign a confirmation and then send it to you and ask if
it
is ok.

But my bottom line is the only change I would make would be eliminating the
net cash settlement feature
in the CSFB confirmation.


-----Original Message-----
From: 	McBride, Jane
Sent:	Friday, October 12, 2001 1:20 AM
To:	Shackleton, Sara
Cc:	Aronowitz, Alan; Bekeng, Jan-Erland; Hirl, Joseph; Glover, Sheila; Musch, Susan
Subject:

 Dear Sara,

I am attaching the long form confirm re a deal which we did yesterday  - small, but our office's first yen based crude transaction!

The yen-USD forex however was done through ENA and needs to be documented.  ENA will also be providing these services to EJ (through our metals desk) moving forward so we need a master agreement in place.

Alan suggested you may be able to assist with a form of document that would work in this situation.  The only requirement from EJ's perspective is that it be effective from yesterday, Oct 11, 2001.

If you need more information about the forex arrangements we have with ENA, Sheila / Jan Erland may be able to assist.

Otherwise, if you were able to get a draft together, I will run it by Susan Musch and Jan-Erland, and get it signed up.

Thanks Sara.

Jane McBride

Ps. I didn't make it to the GM Legal Conference this time but hope it went well and to see you in May.


No problem, Nora!

(`'?.?(`'?.? ?.?'?)?.?'?)
(??`?.??.*cUtIe*.??.???`
(?.??(?.?'? `'?.?)`?.?)
*~*~CaThErInE~*~*

>From: "Kean, Steven J." <steve.kean@enron.com>
>To: <connie_salvo-shook@duchesne.org>, <vballgurl4ever@hotmail.com>,
><daphne_bragg@duchesne.org>
>Subject: B-09
>Date: Mon, 22 Oct 2001 18:30:27 -0500
>
>  <<Trip to Italy.doc>> Thanx 4 being so patient!!! Here' my
>story!!
>			- Nora
>
>
>**********************************************************************
>This e-mail is the property of Enron Corp. and/or its relevant affiliate
>and may contain confidential and privileged material for the sole use of
>the intended recipient (s). Any review, use, distribution or disclosure by
>others is strictly prohibited. If you are not the intended recipient (or
>authorized to receive for the recipient), please contact the sender or
>reply to Enron Corp. at enron.messaging.administration@enron.com and delete
>all copies of the message. This e-mail (and any attachments hereto) are not
>intended to be an offer (or an acceptance) and do not create or evidence a
>binding and enforceable contract between Enron Corp. (or any of its
>affiliates) and the intended recipient or any other party, and may not be
>relied on by anyone as the basis of a contract by estoppel or otherwise.
>Thank you.
>**********************************************************************
><< TriptoItaly.doc >>

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


Hi there!

Just checking on you.  Did you make it to practice last night and did
Lucretia's husband keep the kids? (smile).  If so, what time did you get back
home, I know it was late.  I went to Auchan's last night to try to see what
they had in the way of western attire for the kids.  They did not have much,
and the hats for $2.99 were on back order.    I was looking for western
shirts for the kids, but they did not have a good selection, so I went to a
Western store on Gessner.  Boy, what a mistake, they were so darn high.
Regular shirts for kids cost $25 and they were ugly.  I walked out saying
that these people are serious about their western wear.

I brought in some gospel cds to work today and I've been listening to them on
my headphones.  It sure helps alot.  I can get away with it, because we have
certain weather reports that are produced by Enron, that you have to wear
headphones to hear, so it looks good.  Plus, the boss doesn't mind.  We
listen to music just about all day anyway.  Have you heard the Chester D.T.
Baldwin tape.  I think it's one of my favorites.  Speaking of gospel, is your
family  still planning on  doing a concert at Southwest when they come in for
the family reunion?  I was wondering about that!

Have you talked to Sharon and offered her your congrats yet, I want to call
her, but I don't want to make it seem like Hope is telling all of her
business.

Talk with you later!


Matt, Since so much of this related to tax, I thought you should have a look
at it.

Rusty/Fred, I'm not sure of the context of the presentation of the
information.  Is this something which is going to the public, or to the
governmental entity involved?  If there is something which will be
distributed to the public, then we should consider having Enron's PR group
bless it.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/25/2000 06:19
PM ---------------------------

"Gershon, Mark A. - CHI" <Mark.Gershon@piperrudnick.com> on 09/25/2000
04:07:00 PM
To: "Jeff Martin (E-mail)" <jmartin@teskaassociates.com>, "Brian P. O'Neil
(E-mail)" <boneil@ensr.com>, "Phil Houser (E-mail)" <phouser@f-w.com>, "Brian
Fisher (E-mail)" <bfisher@f-w.com>, "Ronald R. Pollina Ph. D. (E-mail)"
<rrp@pollina.com>, "Fred J. Mitro (E-mail)" <fred.mitro@enron.com>, "Rusty
Stevens (E-mail)" <rsteven@enron.com>, "Jennifer Walker (E-mail)"
<Jennifer.Walker@enron.com>, "Kay Mann (E-mail)" <kay.mann@enron.com>,
"Townsend, Christopher J. - CHI" <chris.townsend@piperrudnick.com>, "Elam,
Michael H. - CHI" <Michael.Elam@piperrudnick.com>, "Nooney, Kathleen L. -
CHI" <Kathleen.Nooney@piperrudnick.com>, "Way, Karen S. - CHI"
<karen.way@piperrudnick.com>
cc: "Farrell, Eileen - CHI" <eileen.farrell@piperrudnick.com>

Subject: Enron - Livingston County PRIVILEGED AND CONFIDENTIAL

 As many of you know, we have received a number of written questions
from Livingston County which were presented to them by residents.  Enron and
our firm have  prepared and  attached an initial draft response to those
questions.  Copies are provided in Word Perfect and Word for your
convenience.  Certain of the responses deal with specific areas for which
each of you are responsible.  While we have attempted to utilize the
information that you have previously prepared, it is critical that you
approve the responses.  Please review the proposed responses and fax me any
changes or call me by noon tomorrow.  While I'm quite interested in any
comments you may have on any of the responses, please be prepare to
specifically approve or modify the following questions:

 1. Pollina - Questions 1 - 7;

 2. Farnsworth & Wylie - Questions A and B;

 3. ENSR - Questions 8, 9, A and B; and

 4. Everyone else - Everything.

 I hope to speak to each of you, but if you cannot reach me please
call Karen Way at 312-368-2152.

 <<Enron Livingston Draft Response to Questions.WPD>>          <<Enron
Livingston Draft Responses (WORD 97).DOC>>

Mark A. Gershon
Piper Marbury Rudnick & Wolfe
Phone: (312) 368-2127
Fax: (312) 630-5338
Mark.Gershon@PiperRudnick.com

____________________________________________________________________________
The e-mail address and domain name of the sender changed on November 1,
1999.  Please update your records.

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

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

 - Enron Livingston Draft Response to Questions.WPD
 - Enron Livingston Draft Responses (WORD 97).DOC


Continental???

From: Tana Jones on 09/06/2000 16:30
To: Dave Samuels/HOU/ECT@ECT, Julie Ferrara/HOU/ECT@ECT, Rahil
Jafry/HOU/ECT@ECT, Bob Shults/HOU/ECT@ECT, Louise Kitchen/HOU/ECT@ECT, David
Forster/Corp/Enron@Enron, Michael Danielson/HOU/ECT@ECT, Kal
Shah/HOU/ECT@ECT, Daniel Diamond/HOU/ECT@ECT
cc: Mark Taylor/HOU/ECT@ECT

Subject: IMPORTANT-please read

I just spoke to Mark Taylor and he has requested that we be more specific
about the nature of the project we are working on in our confidentiality
agreements.  On a going forward basis can you please provide that information
along with the other info you give me.  Thanks!

I will be out of the office Monday and Tuesday.  If you have a RUSH
Confidentiality Agreement that can't wait until Wednesday, call Mark Taylor
at x37459 and he will find someone else in our Group to prepare it.

Louise, don't worry about Continental.  Mark is working on getting it signed
in my absence!


---------------------- Forwarded by Phillip M Love/HOU/ECT on 06/07/2000
06:32 PM ---------------------------

	Enron Capital Management

	From:  David Baumbach                           04/04/2000 11:03 AM

To: Frank Cernosek/HOU/ECT@ECT, Phillip M Love/HOU/ECT@ECT, Bryan
Hull/HOU/ECT@ECT, O'Neal D Winfree/HOU/ECT@ECT
cc: Troy Klussmann/HOU/ECT@ECT
Subject: IntraTexas, FT South Texas, and Ft Waha 0300 Liquidations

Intra Post Id's
751182
751183
750393

FT Waha
752508
752509

FT South Texas
750516
750517
750524


Please find attached the following article/s:
'E-markets stage quiet revolution in coal trade' - Lloyds List

Kind Regards,
Kuldeep Chana


Excellent memo.  It should come from you and Pushkar, to Zufferli, Lavorato, Hickerson, and me.

Thanks, and sorry you had to do this, but I think it will ultimately be very helpful.

Jeff

 -----Original Message-----
From: 	Su, Ellen
Sent:	Wednesday, October 24, 2001 12:31 PM
To:	Shankman, Jeffrey A.
Cc:	Hickerson, Gary
Subject:	John Zufferli Memo

Jeff--

Please find attached a copy of the memo to John Zufferli regarding the recent forward transaction in US$/Cad$.  Gary has reviewed it, and I have incorporated his comments.  Please let me know if you would like any changes before I send it to him.

 << File: Zufferli Memo.doc >>

Thanks.

Ellen Su
Enron Financial Trading
(713) 853-5256


Enron is in the process of re-negotiating our contract with Dow Jones
Interactive and we need to know if you are currently
accessing this data.  In the near future there will be a cost associated with
this information and you are currently listed as
having a license.

Please click on the below link and let us know if you need continued access
to this service.

http://nahou-webcl1.corp.enron.com/inquisite/DJI/DJI.html

Thank You,
Market Data


To respond to the needs of our customers the following management
appointments are effective immediately:

Alan Stringer, EHS Director based in London will be responsible for European
/ Asia / India Regions.  Alan  will continue to report to myself and Brian
Stanley (based in London).   Bal Wong EHS Manager based in Guam will report
to Alan.   Alan  and Bal form a great team.  Both have extensive experience
in undertaking and providing support for Environmental Due Diligence projects
throughout the world for the past ten years for various blue chips, lawyers,
banks and venture capital companies averaging several billion dollars worth
of assets reviewed each year for the past 5 years.  Both can provide an
extensive depth of knowledge as internal consultants in assessing
environmental health and safety risk and supporting development of risk
mitigation measures that can be applied in the sale and purchase agreements
and contracts.  Both have impressive experience in remediation technology.

Attached is a flow chart for environmental and social due diligence that
shows our organization and responsibilities.

Henry Van
General Manager, EH&S
Asset Operations


Deborah Schneider
83 Elm Street 2
Jamaica Plain, MA 02130
dschneider@challiance.org

To Mr. Ken Lay,

I'm writing to urge you to donate the millions of dollars you made from selling Enron stock before the company declared bankruptcy to funds, such as Enron Employee Transition Fund and REACH, that benefit the company's employees, who lost their retirement savings, and provide relief to low-income consumers in California, who can't afford to pay their energy bills.  Enron and you made millions out of the pocketbooks of California consumers and from the efforts of your employees.

Indeed, while you netted well over a $100 million, many of Enron's employees were financially devastated when the company declared bankruptcy and their retirement plans were wiped out.  And Enron made an astronomical profit during the California energy crisis last year.  As a result, there are thousands of consumers who are unable to pay their basic energy bills and the largest utility in the state is bankrupt.

The New York Times reported that you sold $101 million worth of Enron stock while aggressively urging the company's employees to keep buying it.  Please donate this money to the funds set up to help repair the lives of those Americans hurt by Enron's underhanded dealings.

Sincerely,

Deborah Schneider


Section III:

(See attached file: 286647-SECTION 3.doc)

 - 286647-SECTION 3.doc


FYI

This is Zal's latest project for our review!

Of course the review is a rush! I know you are off-site today, so I will
handle, but if you get a chance your comments would be appreciated.

Thanks
---------------------- Forwarded by Harry M Collins/HOU/ECT on 03/03/2000
10:09 AM ---------------------------

Zal Masani
03/03/2000 09:39 AM
To: Harry M Collins/HOU/ECT@ECT
cc: Greg Woulfe/HOU/ECT@ECT
Subject:

Harry these are the pages going up on the site could you please reveiw.
The main file I need your go ahead on is the Howto file.

Thanks

Zal


Two documents filed by intervenor, Gary A. Ledford are now online.

1.)  Ex Party, Motion to Show Cause and; For a New Clarifying Order to Compel Discovery, Declaration of Gary Ledford.

2.)   Reply to Staff Objection to Motion to Show Cause and; For a New Clarifying Order to Compel Discovery.

To view these documents, please go to the High Desert Project Compliance Proceeding page:

http://www.energy.ca.gov/sitingcases/highdesert/compliance/index.html

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
If you would like to unsubscribe from this
list.  Please use our form located at:

http://www.energy.ca.gov/html/listservers.html

Nancy Hassman
California Energy Commission
Web Team

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


Louise, my marketer out of the Portland office had word that a EES marketer ( George Dickinson ) was looking to contact a Utility in the Northwest.... the reason that EES was looking to do this was to work with the utility on gas structures that perhaps the utility could market to some of their customers and EES would help them create or structure ..

This marketing effort is at the core of what ENA - Wholesale Gas is trying to promote and any third part mix into this effort does not help.

Regardless as to where we are at in our marketing efforts and success to date in these efforts.... Utility business is a ENA customer and I consider them a primary wholesale customer.

I have not discussed this is anyone at EES but in my discussions with my peers was led to believe that this issues was tabled with you already and my comments would support your conversations with EES on our behalf.

Pls advise if you need to discuss or require anything from me.

regards,

BT


The following reports have been waiting for your approval for more than 4 days.  Please review.

Owner: John Brindle
Report Name: JB 014
Days In Mgr. Queue: 8


Tana -

Consistent with our discussions and the feedback from Bob, attached is an
updated form of the BETA to be used for BrokerClient.  This form goes with
the form Fee Agreement I forwarded last week and should be used on all
BrokerClient deals going forward.

Thanks.

Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com


Gregg,

If you have not already done so, I would run this deal by credit and see what
provisions they want included.

Stacy


Back By Popular Demand

Ziff Energy Group Presents

Gas Storage 2002

Redefining the Fundamentals:
Is Gas Still in the Storage Game?

February 6 & 7
Houston - Four Seasons Hotel

Power drives storage, will a recession affect plant and storage facility
development?  Will gas prices likewise continue to fall?

How can we afford to store gas when dealing with year-round price
volatility?

What's the bottom line comparison between high deliverability salt and
reservoir storage?

Will new technology improve storage economics?

What new storage projects are in the works?

Get answers to these questions and more at Ziff's annual storage conference.
Hear industry leaders from across North America share their expertise and
experiences as storage providers, power producers, utilities, pipelines,
government and energy traders. Watch for more details, coming soon.

If your company would like to participate as a sponsor or in project
displays, please contact Debralee Fernets at (403) 265-0600 or
e-mail us at gasconference@ziffenergy.com.


To the attention of:
Dr Kenneth L. Lay
Chairman and Chief Executive Officer
ENRON CORPORATION

Dear Dr Lay,

An error concerning the cancellation policy has occurred in the Logistical
Details sheet we have been sending with the Annual Meeting confirmation
letter.
Please refer instead to the information given on the registration form,
copied below for your convenience.

Cancellation

There is no cancellation fee for the Annual Meeting itself if the
registration is cancelled before 15 September 2000. Thereafter cancellation
fees are as follows:
- From 16 September to 15 November 2000: 10%
- From 16 November to 31 December 2000: 50%
- From 1 January 2001 onwards: 100%

Cancellations must be received in written form.

Please accept our apologies for this error.


Reminder, all reviews need to be approved through the PEP system by Friday
May 25th.

Thank You


Sounds fine

To: David Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Tana Jones/HOU/ECT@ECT

Subject: EnronOnline Counterparty Approval Process

David:

Tana and I would like to talk with you to set up the counterparty approval
process for EnronOnline regarding Australian counterparties (trading
Australian and other products) and Australian products being traded by
non-Australian counterparties.  The EnronOnline people are anxious that Tana
be designated their liaison and we need to figure out what she can do and
what you (or someone else in Australia) need to do as part of this process
going forward.  Any chance you might be available for a telephone
conversation about this at 9:00 am your time (5:00 pm Houston time) today?

Mark


When: Tuesday, October 16, 2001 12:00 PM-1:30 PM (GMT-06:00) Central Time (US & Canada).
Where: TBD

*~*~*~*~*~*~*~*~*~*


Sally is in Dallas for an offsite - she will return to office Friday (Sept
1).  If you can forward contract to me, I will see that she signs it asap.

Patti x39106
EB 3388

Albernita Travis@ENRON
08/29/2000 05:39 PM
To: Sally Beck/HOU/ECT@ECT
cc:
Subject: Re: AirCard 300

Hi Patti -

I will need to send the GTE contract to sally for her signature.   Will she
be available to sign?

Thank You !

Albernita Travis
Enron - I.T. Sourcing & Procurement
(713) 345-6255

	Sally Beck@ECT
	Sent by: Patti Thompson@ECT
	08/29/2000 12:53 PM

		 To: Albernita Travis/Corp/Enron@ENRON
		 cc:
		 Subject: Re: AirCard 300

Sally's internal address is:  EB 3389

Temporary fax # is 713-646-8029

Patti x39106
(Sally's Assistant)

Albernita Travis@ENRON
08/29/2000 12:29 PM
To: Sally Beck/HOU/ECT@ECT
cc:
Subject: AirCard 300

Hi Sally -

My name is Albernita, in the Software Licensing department.  A couple of
weeks ago the above mentioned Aircard was requested for you.

I will need to send you a GTE Contract to get your aircard activated.  Would
you please provide me with your Internal mailing address and Fax number asap.

If you have any questions, please feel free to contact me.

Thank you!

Albernita Travis
Enron Corporation - I. T. Department
713-345-6255


Attached are Media Clips regarding the Blockbuster announcement:

Norman Levine
Manager, Enron Broadband Services
713-853-5010
norman_levine@enron.net


I have you scheduled.

Dolores

Vince J Kaminski
08/30/2000 08:13 AM
To: Dolores Muzzy/HOU/ECT@ECT
cc: Shirley Crenshaw/HOU/ECT@ECT, Vince J Kaminski/HOU/ECT@ECT
Subject: Re:

Dolores

Please, register me for a session on 9/29/2000 at 12:45.

Vince Kaminski

Celeste Roberts
08/29/2000 06:21 PM
To: Celeste Roberts/HOU/ECT@ECT
cc:  (bcc: Vince J Kaminski/HOU/ECT)
Subject:

URGENT

The Associate and Analyst Recruiting Department will be conducting a number
of two hour workshops to review our recruiting and interview process for the
fall on-campus recruiting effort.  Critical information regarding our
on-campus interview process, revised evaluation forms and program structure
will be reviewed during these two hours sessions.

It is mandatory that all team members attend these workshops.  All team
members must attend in order to articulate and demonstrate the Enron
recruiting process.  Knowing how busy schedules are, we have made
arrangements to present these workshops in two hours sessions for a total of
40 workshops that will run during the last week of August, through the month
of September and end at mid October.

Listed below are the dates, location and times for each session.  Please
select a date and time and e-mail this information to my assistant, Dolores
Muzzy.  We can accommodate 25 participants at a time.  Dolores will take
dates and times on a first come, first serve basis.  We have scheduled enough
sessions to accommodate every member of both the Associate and Analyst
recruiting teams.

In order to participate in the recruiting process, you must attend one of
these sessions.  We will be tracking participation.  CPE credits will also be
given for attending this workshop.


Start Date: 4/17/01; HourAhead hour: 12;  No ancillary schedules awarded.  No
variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001041712.txt


This in an automated e-mail sent out from the Commissioner.COM web site.
Go to http://football.commissioner.com/ene
------------------------------------------------------------------------

The trade request between Eric Bass
and Matt Lenhart has been vetoed by the commissioner.
------------------------------------------------------------------------


I have a doctor's appointment tomorrow am so I won't be able to be there.


Teco Tap       18.000 / Enron ; 52.000 / HPL Gas Daily

LS HPL LSK IC       20.000 / Enron


- Enron - June 2001.xls


The Teco meeting will be held Monday at 2:00 pm in room 3125.  If you have
any questions please give me a call.  The main issue will be the current
assumptions in the models and the output prices from those models.  Thanks!

Ben Rogers
3-7998


This looks like a pretty good list.  My suggestions would be to substitute
Elizabeth Sager for Leslie Hansen who is on maternity leave and to add Denis
O'Connell in London for credit derivatives.

	Vanessa Schulte@ENRON
	02/05/2001 05:21 PM

		 To: Mark Taylor/HOU/ECT@ECT
		 cc: Mary Solmonson/HOU/ECT@ECT
		 Subject: Legal Task Force

Mark,
I am working with Mary Solmonson on the effort to eliminate confirmations on
electronic deals, and have put together a task force of legal
representatives.  I will be using these names as a point of contact for
questions regarding confirmations in their respective areas.  Please review
the list and let me know if you agree with the names chosen.

Confirmations Task Force
Mark Taylor - Financial Trading, General Issues
Jeff Hodge - US Physical Gas
Leslie Hansen - US Physical Power
Alan Aronowitz - Global Markets
Julia Murray - Industrial Markets
Robbi Rossi - Broadband
David Minns - Australia
Jane McBride - Japan
Tony Pryor - Northern Natural Gas Pipeline
Paul Simons - Credit Derivatives
Justin Boyd - European/London Based Product Approvals
Mark Greenberg - ClickPaper

Thanks,
Vanessa
x35565


If you think there is value to your seeing the ship, I'm ok with your
detour.  Let me know before you go what you intend to find out if anything.

Regards

Jeff

	Enron Capital & Trade Resources Corp. - Europe

	From:  Pierre Aury                           10/05/2000 02:33 AM

To: Jeffrey A Shankman/HOU/ECT@ECT
cc:
Subject: hoegh galeon

hello

will be in hong kong and china next week. could easily deviate on the way
back via singapore/indonesia and see the hoegh galeon. let me know

pierre


Dear Ben Rogers,

You have been invited to participate in a deal on DealBench, sponsored by
Enron for Caledonia.

You are about to experience firsthand our secure platform that enables
clients to conduct their business on the web. We provide a collaborative
environment to share documents, conduct auctions, host webcasts, manage deal
information and monitor deal progress - instantly, efficiently and
effectively.

In order to be able to view the deal, you have to update your user profile
with the deal key: 9703513032423707. This will enable you to view the deal
and participate in the process.  Please also remember that this deal key is
specific to the above deal.

We are looking forward to working with you.

If you have any questions or are unable to access the system, please email us
at: Webmaster@DealBench.com or call us at: +1-713-853-9438.

We encourage your feedback on both the platform and service, either via email
or telephone.

Kind regards,

WebMaster
DealBench


I plan to attend.

Angela

 -----Original Message-----
From: 	Enron Announcements/Corp/Enron@ENRON [mailto:IMCEANOTES-Enron+20Announcements_Corp_Enron+40ENRON@ENRON.com]  On Behalf Of LiteBytz
Sent:	Friday, June 01, 2001 12:26 AM
To:	ENW-Employees_Houston@ENRON
Subject:	Lite Bytz RSVP

This week's Lite Bytz presentation will feature the following TOOLZ speaker:

Richard McDougall
Solaris 8
Thursday, June 7, 2001

If you have not already signed up, please RSVP via email to litebytz@enron.com by the end of the day Tuesday, June 5, 2001.

*Remember: this is now a Brown Bag Event--so bring your lunch and we will provide cookies and drinks.

Click below for more details.

http://home.enron.com:84/messaging/litebytztoolzprint.jpg


Mr Lay,
To suggest that I am merely disappointed by Enron's
performance in both the public markets and the broader
corporate universe is an understatement.

Enron is at a crossroads with one path leading to
irrelevance assigned to companies unable to rise in
the face of crisis, and the other path being reserved
for those that not only survive, but come out
stronger. I'm sure you can easily identify examples of
each without my help.

Every individual in management and oversight (the
Board of Directors) shares the blame and
responsibility to take drastic action and come clean.
Enron now has a higher bar of corporate governance
than other publicly traded companies due to the
reckless squandering of trust that resulted from
actions of many individuals who believed they were
clever and crafty, or just plain greedy. Furthermore,
I strongly suggest to you that many senior managers
within the corporate suites of Enron no longer have a
place in the company, quite possibly that may include
yourself. A clean break and a thorough cleaning is
clearly required.

In years past, when asked about the companies that I
admired and watched, Enron always was on the short
list. Sadly, I can no longer say that.

Jeff Nolan, an Enron shareholder

__________________________________________________
Do You Yahoo!?
Make a great connection at Yahoo! Personals.
http://personals.yahoo.com


can you change #23 and #375 to Nymex


Please plan on attending our next Credit/Legal seminar.  This seminar will be
held Wednesday, May 9th, from 2:00 - 3:30 p.m. in EB49c1 and will be a
continuation of our discussions of the ISDA Master Agreement.  The topic for
this session will begin with Paragraph 13, page 8 (Posted Collateral),
followed by discussion of the Credit Worksheet.  Refreshments will be
provided.  Please e-mail Becky Spencer, if you are unable to attend.


Mine is all done, whiz quiz completed and Paperwork given to Gabrielle

Thanks.

Does this mean that the final stuff is done and we are all locked in for UBS? I understood that there was one final thing to happen before we were officially 'done'

C

 -----Original Message-----
From: 	Kearney, Julie
Sent:	Friday, January 25, 2002 10:47 AM
To:	Alonso, Tom; Amador, Susan; Anderson, John; Belden, Tim; Bulbes, Victor; Calger, Christopher F.; Chang, Fran; Chatterton, Jill; Comnes, Alan; Crandall, Sean; Cutsforth, Diane; Davidson, Debra; Dean, Craig; Driscoll, Michael M.; Dunton, Heather; Etringer, Michael; Fischer, Mark; Foster, Chris H.; Gilbert, Scotty; Gustafson, Mollie; Hall, Steve C. (Legal); Heizenrader, Tim; Kandaswamy, Bala; Lackey, Chris; Lee, Eugene; Mallory, Chris; Mcdonald, Michael; Meyer, Jim; Meyers, Albert; Mier, Michael; Nelson, Kourtney; Oh, John; Platter, Phillip; Postlethwaite, John; Richter, Jeff; Robinson, Donald; Salisbury, Holden; Scholtes, Diana; Semperger, Cara; Sheidun, Donna; Slinger, Ryan; Solberg, Geir; Steiner, David; Stokley, Chris; Swain, Steve; Swerzbin, Mike; Thomas, Jake; Thome, Stephen; Van houten, Maria; Villeggiante, Theresa; Wente, Laura; Williams III, Bill; Woodland, Andrea; Yoder, Christian
Cc:	Rodriguez, Grace
Subject:	UBS Paperwork - ACTION REQ'D
Importance:	High

I just heard from Chris Lue, UBS HR, regarding the UBS New Hire paperwork.  All New Hire paperwork must be completed before 3:00 PM TODAY, Friday, 1/25/02 or UBS will be unable to process your payroll.

These forms were distributed during the HR Benefit meetings held yesterday.  If you were unable to attend these meetings and are unsure about what forms need to be completed, please see either Grace or I ASAP.

Thanks!

Julie Kearney
ENA Human Resources
503) 464-7404
julie.kearney@enron.com


I'm going through the Jan transport invoices.  I see I need to bill CES for
some South Georgia activity.  How did we pay South Georgia, I don't see a
matrix in Unify.


Please accept my highest recommendation for John Nolan, who is interested in
24-hour trading opportunities at Enron.  John has over seven years of
financial and business experience, not to mention recently
co-founding/creating an online internet business.

 - JwnRes.doc


Please prepare a draft ISDA based on the attached credit worksheet.  Please
deliver to Ed Quinn upon completion; please note that this is a rush draft as
Ed needs it by tomorrow afternoon to take to a client meeting.  If you have
any questions, please give me a call.

Thanks,
Tanya


Mark, I have talked to Marcus Wood.  All the best.
 Jim Derrick


Gas prices are so high that when I pulled into a station this morning and
asked for a dollar's worth, the attendant dabbed some behind my ears.


This request has been pending your approval for  14 days.  Please click http://itcapps.corp.enron.com/srrs/auth/emailLink.asp?ID=000000000078756&Page=Approval to review and act upon this request.

Request ID          : 000000000078756
Request Create Date : 12/7/01 5:27:01 PM
Requested For       : michelle.blaine@enron.com
Resource Name       : eConnect - VPN  Tier 2 - Full Access
Resource Type       : Applications


Steve, draft list of meetings attached together with preliminary briefing
notes.
---------------------- Forwarded by Nicholas O'Day/AP/Enron on 10/11/2000
08:05 AM ---------------------------

Nicholas O'Day
09/26/2000 08:09 PM
To: Rosalee Fleming/Corp/Enron@ENRON
cc:

Subject: Ken Lay meetings

Rosalee, I attach a draft list of meetings for Mr Lay for the 31October and 1
November. The purpose of sending you the list now is to give you a general
idea as to the type of meetings we are considering. I also attach a brief
background note on each meeting.

I will be sending you a full briefing pack for Mr Lay prior to the visit. In
the interim please let me know if you have any questions in relation to the
attached.

A couple of housekeeping questions:
I understand that Mr Lay has an allergy to shell fish. Is that restricted to
eating or does it extend to smell - ie do we need to eliminate shellfish from
the buffet. In addition, we propose including sushi in the buffet. Same
question - would this pose a problem for Mr Lay?
What standard of hotel accommodation would be appropriate for Mr Lay. We have
reserved a range of rooms for Enron people at the Hotel Okura (part of the
Leading Hotels of the World group), venue for the office opening and press
conference.

I look forward to hearing from you.

kind regards


Christie,

Greg has a conf. on his calendar during the period of May 9.  Let me check
w/him to see if he really plans on attending the conf.

Liz

From: Christie Patrick on 03/19/2001 02:20 PM
To: Greg Whalley/HOU/ECT@ECT
cc:
Subject: Re: Executive Program - March 21- Greg Whalley

hi Greg!

Stanford is not giving up on your participating in a speaking engagement.  As
set forth below, how about MAY 9th??

Thanks!

--Christie.
----- Forwarded by Christie Patrick/HOU/ECT on 03/19/2001 02:19 PM -----

	"Haim Mendelson" <haimmendelson@home.com>
	03/16/2001 12:03 AM
	Please respond to "Haim Mendelson"

		 To: <Christie.Patrick@enron.com>
		 cc:
		 Subject: Re: Executive Program - March 21- Greg Whalley

Christie,

Thanks.  How about May 9? We can probably do May 8 or 10, but May 9 looks
best.

Thanks

Haim

*********************************************************************
Haim Mendelson
The General Atlantic Partners Professor of Electronic Business and Commerce,
and Management
Co-Director, Center for Electronic Business and Commerce
Director, E-Commerce Executive Programs
Co-Director, Strategic Uses of Information Technology
Stanford Business School
Stanford, CA 94305-5015
Phone: (650) 725-8927
Fax: (650) 725-7979
Email: haim@stanford.edu
http://www.gsb.stanford.edu/cebc/
*********************************************************************


---------------------- Forwarded by Mark Fischer/PDX/ECT on 05/01/2001 02:01 PM ---------------------------

"Alex Golubov" <alex@pira.com> on 05/01/2001 03:02:24 AM
To:	"PIRA Electricity Daily Demand Client" <alex@pira.com>
cc:

Subject:	PIRA's Electricity Daily Demand Forecast 05/01/01

Attached is PIRA's latest "Electricity Daily Demand Forecast."

If you have any questions regarding the report's content, please contact
Morris Greenberg (email: morris@pira.com) or Victoria Watkins (email:
vwatkins@pira.com), at (212) 686-6808.

Contact John Graziano regarding PIRA report distribution and address changes
at (212) 686-6808, email: support@pira.com.

NOTE: Circulation of the "Electricity Daily Demand Forecast" outside a
Client's licensed distribution area is strictly prohibited. Clients that are
unsure of their licensed distribution or require an extension of their
current license should contact their PIRA sales representative, or email to
sales@pira.com.

PIRA Energy Group

 - ed050101.pdf
 - ed050101.xls


Jeff: I have updated the Summary spreadsheet to include the two items we
discussed.

Changes
1.  I have included a toggle switch that changes between the 500kW and above
view and the 20kW and above view for the non-core (sophisticated) customers.
2.  I have also included the change in the financing of the Past Utility
costs to spread them between both core and non-core customers to approach a
.31 cents per kW price for SCE. (this can also toggle between the previous
scenario of all Past Utility to non-core and this new scenario).

Let me know if you have any questions and we can review in the morning.
Thanks.

Kortney


what are you doing?


Dave -
I'm the new Deal Control staff person here in the Portland office, and I've
been told you're the person to contact regarding counterparty match-ups for
our futures deals this month.

The futures were done today, and if you could let me know of the
corresponding counterparties as soon as you find out, that would be very
helpful. If there is anything I should know about your job or how we might
help each other work better, please let me know.

Thanks a lot,
Kate
503.464.7486


Chicken Tacos

1 pkg. (4 count) skinless boneless chicken breasts
1 pkg. chicken taco seasoning
Tomatillos 4-5
Onion (1 small)
1 jalapeno pepper
3-4 pieces of garlic
5 sprigs of cilantro
salt and pepper (to taste)

Toppings

cheese
onion
tomatoes
lettuce
sour cream
picante sauce

Boil chicken in water, seasonings, onions and bell peppers.  Once done (about 20-25 minutes), shred the chicken in a skillet.  In a blender, add tomatillos, onion, jalapeno pepper, garlic, cilantro and 1/2 cup of broth from your chicken.  Mix well.  Pour vegetable mixture in skillet with chicken and add chicken taco seasoning.  Mix well and let simmer for 20 minutes over low heat.    Serve with tortillas and toppings.

Erica


Attached is the link that will allow you access to referenced database.
Please note, that we have recently upgraded the database to add the ISDA
definitions, branch offices approved for trading, and market disruption
provisions.  This information should be inputted for the new master swap
agreements on a going forward basis, but we still need to go back and
repopulate the data for the existing master swap agreements.

Also, FYI, the "See" drop down is our nickname for the name changes and
mergers reference.  If an item is filled in for that entity it should show
you any prior or new names for the counterparty.

If there is anyone else who would like the link, please let me know and I
will forward it to them.


I've looked into whether we can terminate our Val Verde interconnect
agreement with Burlington, and have determined we may do so only if we take
the following steps:

1.  Terminate the OBA by giving 30 days notice to Burlington.  Paragraph 13
of the 6/1/94 OBA with Burlington (as successor in interest to Meridian)
provides that either party may terminate the OBA "at the end of the primary
term, or thereafter by providing thirty (30) days prior written notice" to
Burlington.  (The one-month primary term ended June 30, 1994 and has since
gone month-to-month.)

2.  On the effective termination date of the OBA, terminate the interconnect
agreement by giving 30 days notice to Burlington.    The 12/31/92
Interconnect Point Operating Agreement, Paragraph 6, provides that either
party may terminate on 180 prior notice after expiration of the primary
term.  This is of limited use to us since the primary term does not expire
until 12/31/02.  However, the paragraph also provides that the agreement "may
be terminated by either party upon thirty (30) days prior written notice in
the event the OBA between the parties is terminated."

As we've already discussed, termination of the agreement is an extreme
measure from a customer relations standpoint and we probably need to weigh
our other options first.  Let me know if you have further questions.


Debra,
 Here is the new contract.  Please forward by mail and email as requested
below.
           Dan
----- Forwarded by Dan J Hyvl/HOU/ECT on 03/29/2001 08:16 AM -----

	Jason R Williams/ENRON@enronXgate
	03/28/2001 05:58 PM

		 To: Debra Perlingiere/HOU/ECT@ECT, Dan J Hyvl/HOU/ECT@ECT
		 cc:
		 Subject: City of Anaheim

Debra and Dan -

Attached is a worksheet for another new physical, with the City of Anaheim.
Please send a draft to:

Mr. Steve Shortino
City of Anaheim
201 S. Anaheim Blvd.
Suite 802
Anaheim, CA 92805

Please email a copy to me and to Kim Ward.

Thanks,

Jay


---------------------- Forwarded by Kay Mann/Corp/Enron on 11/01/2000 11:27
AM ---------------------------

"Way, Karen S. - CHI" <karen.way@piperrudnick.com> on 10/09/2000 02:52:14 PM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "'rusty.stevens@enron.com'" <rusty.stevens@enron.com>,
"'fred.mitro@enron.com'" <fred.mitro@enron.com>, "Gershon, Mark A. - CHI"
<Mark.Gershon@piperrudnick.com>, "Townsend, Christopher J. - CHI"
<chris.townsend@piperrudnick.com>, "Shindler, Donald A. - CHI"
<Donald.Shindler@piperrudnick.com>

Subject: Schaeffer Property - Livingston County, Illinois

Kay:

This morning, Rusty requested that we prepare an Option Agreement for the 29
acre parcel west of the Livingston Energy Center.  This property could be
used as a construction laydown site, but more importantly would provide a
sound buffer for the project.  It is our understanding that the Option
Agreement is to be presented to the property owner at some point next week.
We will forward a draft of the agreement to you no later than Monday,
October 16, 2000.  Please feel free to call me or Don Shindler
(312-368-2175) with any questions regarding the agreement.  Best regards.

Karen S. Way
Piper Marbury Rudnick & Wolfe
203 N. LaSalle
Chicago, Illinois 60601
email:  karen.way@piperrudnick.com
(ph) 312-368-2152
(fax) 312-630-6347

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

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


http://www.consultrci.com

************************************************************************
Read SCIENTECH's SourceBook Weekly article: "Making the Wires Sing: Some
Utilities Take on Challenges, Opportunities of Being Wirecoms," at:
http://www.consultrci.com/web/rciweb.nsf/Web+Pages/SBEntrance.html
************************************************************************

===============================================================
SCIENTECH IssueAlert, October 31, 2000
Enron Offers to Buy Out Azurix
By: Will McNamara, Director, Electric Industry Analysis
===============================================================

Enron Corp. announced that it has offered up to $275 million in funding
to take Azurix Corp. (NYSE: AZX) private at a buy-out price of $7 per share.
Enron owns directly and indirectly about 66 percent of Azurix, a global
water company that owns, operates and manages water and wastewater assets
and provides related services. The specific structure and timing of Enron's
proposal has yet to be determined, but the company's board is now considering
the proposal.

ANALYSIS: Azurix has been plagued with operational and financial problems
over the last 12 months, culminating in the departure of its former CEO
Rebecca Mark in late August. Enron had established Azurix in July 1998
with a $2.4 billion acquisition of Britain's Wessex Water, which provides
water and wastewater services to a U.K. population of approximately 3.5
million. Operating primarily in the United Kingdom and Latin America
(Argentina
and Brazil), Azurix was intended to be Enron's vehicle to capitalize on
what it perceived to be favorable market conditions for water investments.

Yet, Azurix has not been a profitable operation for Enron, and has been
seen as a real anomaly when compared against Enron's consistent success
in its other ventures (for example, EnronOnline). For instance, Azurix
reported year-end 1999 net income of $67 million, significantly under
projections
for what Enron had hoped for the subsidiary. After months of speculation,
Mark stepped down both as Azurix CEO and from the Enron board of directors,
and was replaced by John Garrison, Jr. Mark maintained throughout her tenure
as CEO of Azurix that the company needed time to develop core assets and
capabilities. However, this approach was in stark contrast to Enron's guiding
philosophy*as espoused by COO Jeffrey Skilling*which has moved the company
away from owning hard assets. Skilling also believed that, although acquiring
the Wessex operation gave Azurix the engineering capability and industry
knowledge to participate in the water business, privatization of the water
industry has slowed down considerably since the company began to penetrate
this market. Instead of pursuing a capital-intensive strategy for Azurix,
Skilling wanted Azurix to become more of a service-oriented business. This
change in business direction coincided with the departure of Mark.

Yet, Azurix has continued to flounder even since Mark left. In the third
quarter of this year, Enron reportedly lost $128 million in its "corporate
and other" category and attributed a fourth of the loss to the Azurix
operation.
Azurix's stock price started a marked decline in early August when it was
announced that annual results would not meet analysts' expectations. While
Azurix was taken public in June 1999 at a price of $19 per share, it currently
is priced at $6 1/4 (at close of the markets on Oct. 30). This is an
approximately
$3 increase from what Azurix had been trading at recently, presumably due
to Enron's announcement of the proposed buyout.

Enron's buyout offer comes after four unnamed parties approached Enron
about buying its stake in Azurix. Reportedly, three out of the four potential
buyers were unwilling to pay more than $4 per share, although one of the
buyers initially considered an offer of $7 per share, but ultimately decided
against the purchase. Enron's motivation in returning Azurix to a private
status is probably one of protecting its shareholders. Enron pointed out
in its announcement that shareholders would receive, on a timely basis,
a cash payment for their shares that is significantly above the price of
the shares at which Azurix has traded over the last several months.

Making matters worse for Enron, a group of plaintiffs, represented by New
York law firm Wechsler Harwood Halebian & Feffer LLP, have initiated a
class-action lawsuit against Azurix in the United States District Court
for the Southern District of Texas. The plaintiffs seek to recover damages
on behalf of all investors who purchased Azurix stock during the period
of June 9, 1999 (the date of Azurix's IPO) and Aug. 8, 2000, and who "suffered
damages as a result." The law firm is claiming that Azurix violated the
Federal securities laws. I placed a call to the law firm this morning in
hopes of getting additional information about what the class-action suit
entails. Unfortunately, I did not receive a call back before press time.

The consensus among the vast majority of U.S. energy companies is that
the profitability of water as a convergence strategy is questionable. The
most obvious negative about the water business is that it most likely will
remain a heavily regulated delivery business, offering few opportunities
for private companies to penetrate the market. Water is a very staid business
that seems inconsistent with Enron's aggressive growth strategy. After
Enron secures a fair return for Azurix's shareholders, it is not clear
what the company will do with its water subsidiary, but I would not be
surprised if Azurix is sold to another company. However, in August*right
before Mark's departure*Azurix announced that it had begun a pilot program
in the Lower Rio Grande using its Internet exchange Water2Water.com. The
site will provide users with information, price transparency and efficiency
in water exchanges. This announcement indicated that Azurix would begin
trading water rights, adding this commodity to the growing list of Enron's
traded commodities (energy, telecom, weather derivatives, etc.). So it
may be the case that Enron keeps Azurix, but turns it into a water trading
operation as opposed to water and wastewater services. In any case, the
present objective for Enron will be financing the buyout and ensuring that
Azurix's shareholders receive a significant premium to the market price
of Azurix. Enron also wants to ensure other benefits to Azurix, including
a significant near-term reduction in Azurix's general and administrative
expenses, greater certainty to Azurix's customers and employees and increased
flexibility for restructuring Azurix's assets and business.
===============================================================
Need to design and implement your IT infrastructure? Learn more about
SCIENTECH's
Information Technology team and what they can do for you at:
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===============================================================

SCIENTECH is pleased to provide you with your free, daily IssueAlert. Let
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Sincerely,

Will McNamara
Director, Electric Industry Analysis
wmcnamara@scientech.com
===============================================================
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===============================================================

SCIENTECH's IssueAlerts are compiled based on independent analysis by
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If you do not wish to receive any further IssueAlerts from SCIENTECH, please
reply to this message and in the body of the email type "remove."


This is a reminder !!!!!  There will be a Friday Meeting, June 2, 2000.

    Date:  Friday June 2, 2000

    Time:  2:30 pm - 4:30 pm

    Location: 30C1

    Topic:   Combined Staff and Budget Meeting

If you have any questions or conflicts, please feel free to call me (3-0643)
or Bev (3-7857).

Thanks,

Kay 3-0643


Richard:

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

Bob

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

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

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

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

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

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

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

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

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

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


I can't say it enough...you are the best!

	Peter Keohane
	Sent by: Sharon Crawford
	08/23/2000 12:07 PM

		 To: Tana Jones/HOU/ECT@ECT, Robert Bruce/NA/Enron@Enron
		 cc: Greg Johnston/CAL/ECT@ECT
		 Subject: Assignment, Subordination and Postponement of Claim

Please see the following:

"Any and all present and future debts, obligations and liabilities whatsoever
of [Counterparty] which are now or hereafter owing to [Guarantor] are hereby
assigned by [Guarantor] to [Enron entity].  Further, [Guarantor] acknowledges
and agrees that any and all such present and future debts, obligations and
liabilities of [Counterparty] which are now or hereafter owing to [Guarantor]
are absolutely and unconditionally subordinated and postponed to the payment
in full by [Counterparty] to [Enron entity] of all present and future debts,
obligations and liabilities of [Counterparty] which are now or hereafter
owing to [Enron entity], and [Guarantor] further acknowledges and agrees that
if [Guarantor] receives any monies or other amounts or consideration in
respect of any such debts, obligations and liabilities of [Counterparty]
owing to [Guarantor], [Guarantor] will receive same in trust for, and will
immediately pay same to, [Enron entity] unless and until all present and
future debts, obligations and liabilities of [Counterparty] which are now or
hereafter owing to [Enron entity] are paid in full and without limiting or
reducing [Guarantor's] obligation to pay pursuant to [Guarantee] in any
manner whatsoever."

Regards,
Peter


Attached, please find the "West Desk Organizational Chart".  Please note,
this is chart is for "internal use" ONLY!

gngr
713-853-7751
----- Forwarded by Ginger Dernehl/NA/Enron on 06/01/2001 04:03 PM -----

	Alan Comnes/ENRON@enronXgate
	06/01/2001 03:35 PM

		 To: Ginger Dernehl/NA/Enron@Enron
		 cc:
		 Subject: RE:

Ginger,

Can you circulate the attached chart to Government Affairs staff.  The
subject line should read "West Desk Organizational Chart."  Please put in the
cover note that the chart is for internal Enron use only.

Thanks,

Alan Comnes

 -----Original Message-----
From:  Nicolay, Christi
Sent: Thursday, May 24, 2001 6:13 AM
To: Comnes, Alan
Subject: RE:

Alan -- Can you send an email to Ginger Dernehl (for distribution to gov't
affairs) that lists the heads of the various desks in West Power?  I've had
some questions from people wanting a list.  Thanks!
---------------------- Forwarded by Christi L Nicolay/HOU/ECT on 05/24/2001
08:08 AM ---------------------------
From: Debra Davidson/ENRON@enronXgate on 05/23/2001 06:30 PM
To: Christi L Nicolay/HOU/ECT@ECT
cc:

Subject: RE:

No, we have nothing like this for West Power Trading.

 -----Original Message-----
From:  Nicolay, Christi
Sent: Wednesday, May 23, 2001 11:12 AM
To: Davidson, Debra
Subject:

Do you have a similar chart for West Power?  We found this very helpful for
Gov't Affairs people to assist trading better.  Thanks.

 << File: EastPwrOrg_0501.ppt >>


-----Original Message-----
From: 	Dobbs_Shane <Shane.Dobbs@fctg.com>@ENRON
Sent:	Thursday, December 13, 2001 7:06 AM
To:	'jmjaked@mindspring.com'; Love, Phillip M.; 'jwood@regionsbank.com'
Subject:	FW: UA Pres. Inserts Foot Into Mouth

Subject: UA Pres. Inserts Foot Into Mouth

>
> From Dr. Andrew Sorenson, President of the University of Alabama at
> Tuscaloosa, in an editorial from the Wednesday, Nov. 27, 1996 edition
> of
the
> Tuscaloosa News...taking a "shot" at Auburn for having been selected
> to
play
> in the Independence Bowl in '96...
>
> "A winning football team has a positive effect on the recruitment of
> students, and I know unequivocally that it has a (positive) effect on
> faculty morale and the president's morale.  I mean, if you're the
president
> of a university, how would you like to tell someone that you're going
> to
the
> Independence Bowl?"


Thanks.  This will definitely help me.  --Sally

	Enron North America Corp.

	From:  Hector McLoughlin @ ENRON                           01/18/2001 11:45 AM

To: Sally Beck/HOU/ECT@ECT
cc:
Subject: Extension of Merit Allocation Deadline

Sally,
I just learned that the deadline for merit allocations has been extended by
one more day to Tuesday the 23rd by 3 PM.
hgm


If there is going to be a play come the first of the year to meld
California's PX and ISO, Skilling may want to consider pre-empting that
agenda (and most of this is not new; already included in previous messaging
points we've developed internally):

It's the gas industry, stupid---for profit transcos is the answer.
California's big mistake was replacing one monopoly--the utility---with
another--the PX.  PX's are not necessarily bad things.  But PXs with a
monopoly is a very bad thing.
Forcing the IOUS to buy everything from the PX was irresponsible.
"Put everyone on a variable rate mortgage" story.
Decision makers openly admitted that they put in place a strucuture designed
NOT to encourage retail choice and competition.
Decision makers actively urged families and businesses NOT to switch to
providers offering an "insurance policy" (i.e., fixed price deals) against
the volatile and risky power exchange price.
When you combine the supply shortage, the PX monopoly, the nonexistant retail
market and decision makers' attempts to discourage choice, you get a
debacle--that's what California set itself up for, and that's what it got.
Putting the PX inside the ISO will only infect the wound that's already been
inflicted.
The real answer is....(we've developed these points already).

This is quick and dirty and can be made much more punchy and articulate, but
wanted to get the notion out there given our time constraints.

Best,
Jeff