Enron Fights To Find Near-Term Sellers,But Still Trading
Dow Jones Energy Service, 11/27/01
USA: UPDATE 3-Dynegy says in talks on Enron merger structure.
Reuters English News Service, 11/27/01
RPT Dynegy confirms in talks on structure of Enron merger deal
AFX News, 11/27/01
Merger Traders Wary Even If Enron, Dynegy Cut New Terms
Dow Jones News Service, 11/27/01
Dynegy confirms in talks on structure of Enron merger deal
AFX News, 11/27/01
STOCKWATCH Enron slightly higher on hopes for new deal price
AFX News, 11/27/01
IN THE MONEY: Hedge Funds Say Yes To New Enron Terms
Dow Jones News Service, 11/27/01
Dynegy Confirms Talks On Enron Deal Structure - Source
Dow Jones News Service, 11/27/01
USA: Enron shares down despite talk of new Dynegy deal.
Reuters English News Service, 11/27/01
Enron Credit Rating to Remain Unchanged for Today, Moody's Says
Bloomberg, 11/27/01

Enron Turned Down by Investors Alwaleed, Blackstone, Carlyle
Bloomberg, 11/27/01

Liberty Funds Analyst Paik Comments on Dynegy and Enron Talks
Bloomberg, 11/27/01

A.G. Edwards Analyst Heim Comments on Dynegy and Enron Talks
Bloomberg, 11/27/01

Commerzbank Analyst Meade Comments on Dynegy's Talks With Enron
Bloomberg, 11/27/01

ENRON SHARES RECOVER FROM A.M. SLUMP
CBS.MarketWatch.com, 11/27/01

Enron In Free Fall
Forbes.com

Enron Fights To Find Near-Term Sellers,But Still Trading
By Mark Golden
Of DOW JONES NEWSWIRES

11/27/2001
Dow Jones Energy Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
NEW YORK -(Dow Jones)- Enron Corp. (ENE) continued to struggle Tuesday to find willing sellers of near-term gas and power in North America, but the one-time market maker was still able to trade on a limited basis, according to market sources.
"It's not getting any better," said one major energy broker.
Many energy trading companies aren't selling to Enron and are only buying from it near-term. These include Aquila Inc. (ILA), Mirant (MIR), Royal Dutch/Shell Group (RD) subsidiary Coral Energy, Sempra Energy (SRE), and Morgan Stanley Dean Witter's energy trading subsidiary, said the broker. The broker estimated Enron's over-the-counter trading volume to be about 25% of what it was a month ago. Companies are willing to buy from Enron in the spot gas and power markets, because taking delivery on commodity and paying for it a month later poses no credit risk for the buyer.
Some other companies, like Dynegy Inc. (DYN), Duke Energy Corp. (DUK) and BP PLC. (BP), continue to trade with Enron fairly freely, the broker said. Dynegy has reached an agreement to acquire Enron, though the terms of that deal are being renegotiated. The trading subsidiaries of troubled California utility-holding companies PG&E Corp. (PCG) and Edison International (EIX) also are trading with Enron.
The third and largest group of companies are trading with Enron on a very limited basis to reduce exposure by taking off-setting trades against deals done long ago. These include El Paso Corp. (EPG), Reliant Resources (RRI), Tractebel SA's (B.TRB) U.S. trading unit and regulated utilities, the broker said.
Several energy traders said that both power and gas were being sold at prices lower than Enron was offering.
"They've been cut off from so many people," said one electricity trader.
Enron Says Just Slight Reduction In Transactions

An Enron spokesman said he has seen a slight reduction in transactions but not to 25% of the one-month-ago level.
The notional value of Enron's 30-day rolling average of transactions is $2.8 billion, said Enron spokesman Eric Thode. Thode declined to give volume data for Tuesday or Monday, although the company was giving daily information two weeks ago.
"We're not doing daily information. We're only speaking in terms of 30-day rolling averages. ... It's not fair to speak in terms of daily because of daily volatility," Thode said.
Traders and brokers said they hope Dynegy will offer some kind of guarantee to Enron's trading to restore confidence. But, after Enron's ability to transact took a severe turn for the worse Nov. 20, Dynegy said that the companies must continue to operate independently until their merger is approved and completed.
Energy companies began shying away from Enron over the past month, as concerns about its finances precipitated a 75% drop in its stock price and left its bonds trading at levels typically associated with junk-rated debt.
But Enron saw its ability to trade seriously damaged last week following the late release of its quarterly financial report with the U.S. Securities Exchange Commission. For the first time since Enron's troubles began a month ago, energy companies stopped selling to Enron in the spot markets for fear that Enron might not be able to pay its bills as soon as next month based on the quarterly filing.
Moody's Investors Service and Standard & Poor's all rate Enron one notch above speculative grade. Moody's has Enron's ratings on review for a downgrade, and S&P has Enron on negative credit watch. Fitch calls Enron's credit rating "evolving." Enron's ability to do business in the energy markets depends on its maintaining investment-grade ratings.
-By Mark Golden, Dow Jones Newswires; 201-938-4604; mark.golden@dowjones.com
(John Edmiston in Houston and Jon Kamp in Chicago also contributed to this article.)

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: UPDATE 3-Dynegy says in talks on Enron merger structure.
By C. Bryson Hull

11/27/2001
Reuters English News Service
(C) Reuters Limited 2001.
HOUSTON, Nov 27 (Reuters) - Energy trader Dynegy Inc. confirmed on Tuesday it was in talks with floundering rival Enron Corp. over their proposed merger, as sources familiar with the negotiations indicated the final buyout price may be slashed some 40 percent.
"I can confirm that we are in discussions with the parties involved in the transaction related to the deal," Dynegy spokesman John Sousa told Reuters. He declined to give further details.
Dynegy had planned to buy its Houston rival for $9 billion in stock and is currently in a "due diligence" examination of Enron's complex financial books that began before the Thanksgiving holiday last Thursday.
The buyout offer, finalized Nov. 9, would have had Dynegy paying about $10.41 for each share of Enron, but Enron's shares have since cratered to near $4, stoking investor fears the merger will not go through as planned - if at all.
The stock exchange ratio under discussion could fall from the originally proposed valuation of 0.2685 of each Dynegy share for each Enron share to around 0.15 instead, sources familiar with the matter told Reuters. Enron is willing to accept the lower valuation, given the pressure on its stock price, the sources said.
Enron's shares bounced on Dynegy's confirmation of the restructuring talks, trading up 22 cents at $4.23 in late afternoon action on the New York Stock Exchange. The shares had dipped as low as $3.84 in late-morning dealings and as high $4.49. Dynegy's shares gained 4.7 percent or $1.83 to move to $41.08 on the NYSE.
Also on the table were negotiations to extend maturation of Enron's debt past the close of the merger, expected in the third quarter of 2002. The sources said an announcement was possible on a new infusion of at least $500 million in cash, which Enron has said it was seeking.
There also seemed to be an accord over who gets first crack at the Northern Natural Gas Pipeline, which would be Dynegy's consolation prize if the deal fell apart, a source said. Published reports have said that investment banks J.P. Morgan and Salomon Smith Barney had already accepted the pipeline as collateral in other loans, and may dispute Dynegy's ownership if the deal breaks up.
"The pipeline is far more valuable than what has already been collateralized. There's a solid earnings stream from that thing," said one source familiar with the discussions.
ONE TRADING UNIT SHUT DOWN
Two sources confirmed to Reuters that Enron's equity trading unit has been told it is being closed and that the roughly 60 employees there are being laid off. Enron was not immediately available for comment.
Those layoffs, part of broader job cuts expected as part of the Dynegy buyout, point to an acute problem for Enron - the loss of volume in its premier trading franchise. Enron's trading partners have been cutting back transactions with North America's largest energy trader because of credit concerns.
"This business is hugely dependent on volumes and volume growth. It is the principal reason that Dynegy is making the deal. If it's worth a lot less then Enron is worth less. It's vital to stop the bleeding in its core trading and marketing business," said Commerzbank analyst Andre Meade.
But as Enron's stock continued to lose value, down over 50 percent since Dynegy's initial bid, it seemed likely the purchase price would fall as well. Enron has seen its market capitalization drop to around $3 billion, from $60 billion at the start of 2001. (additional reporting by Jeff Goldfarb, Janet McGurty and Jonathan Stempel in New York).

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
RPT Dynegy confirms in talks on structure of Enron merger deal

11/27/2001
AFX News
(c) 2001 by AFP-Extel News Ltd
(Repeating to clarify lead)
NEW YORK (AFX0 - Dynegy Inc confirmed it is in talks with Enron Corp on the terms of their two week-old acquisition deal.
"I can confirm that we are in discussions with the parties involved in the transaction related to the structure of a deal," Dynegy spokesman Steve Stengel said.
Enron declined to comment.
Citing people familiar with the matter, the Wall Street Journal reported today that Enron is in advanced talks with Dynegy to cut the price of the all-stock transaction by more than 40 pct to about 5 bln usd.
Enron is also trying to extend the maturity dates of some of its borrowings to stem a growing liquidity crisis, the Wall Street Journal said.
lwl/gc

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Merger Traders Wary Even If Enron, Dynegy Cut New Terms
By Christina Cheddar
Of DOW JONES NEWSWIRES

11/27/2001
Dow Jones News Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
NEW YORK -(Dow Jones)- Even if Dynegy Inc. (DYN) revises the terms of its acquisition of Enron Corp. (ENE), some takeover traders say the stock remains too risky.
Earlier Tuesday, a Dynegy spokesman confirmed the company was in talks to restructure the Enron acquisition. Separately, a person familiar with the negotiations said the talks are centered on creating a package that includes a lower exchange ratio for Enron shareholders, a provision for additional funding for Enron, and the refinancing of Enron's existing debt.
Even with the boost Enron shares have received from the reports, they continue to trade at a sharp discount to the original deal's value. Enron shares recently traded at $4.30, up 29 cents, or 7.2%, while Dynegy shares changed hands at $41.50, up $2.25, or 5.8%.
Under the original terms of the deal, Enron shareholders will receive 0.2685 of a Dynegy for each share outstanding, or $9.47 billion. At current trading levels, Enron shares are at a 61% discount to the offer price.
According to The Wall Street Journal, Dynegy and Enron are contemplating an exchange ratio of less than 0.15 of a Dynegy share, or about $5.29 billion.
The rejiggered deal is an attempt to restore confidence in Enron's ability to carry on its core energy marketing and trading business as the deal moves toward completion, the person said.
As the market waits for more details from the two companies, some say it will take more than a revised offer to provide takeover traders, also known as arbitrageurs, with enough confidence to play the deal in the typical fashion.
Often arbitrageurs bet on pending mergers by selling short shares of the acquiring company and buying shares of the target. In this way, the traders hope to profit as the target's share price moves toward the buyer's offer.
But according to some traders, there is too much risk, even for those accustomed to uncertainty, to play the Dynegy-Enron deal in this way.
Several traders said they were still wary that the deal could collapse and potentially push Enron into bankruptcy.
Enron's fortunes took a sharp turn for the worst after investors began to realize the company liberally used accounting loopholes to move its debts into off-balance-sheet financing vehicles, including partnerships run by its former chief financial officer, Andrew Fastow.
"There's nothing like accounting to scare people," said one trader, who said there is still a perception in the market that there is more bad news yet to come from Enron.
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Dynegy confirms in talks on structure of Enron merger deal

11/27/2001
AFX News
(c) 2001 by AFP-Extel News Ltd
NEW YORK (AFX0 - Dynegy Inc confirmed it is in talks with Enron Corp to renegotiate the terms of a deal with Dynegy Inc in an attempt to save their two week-old acquisition deal.
"I can confirm that we are in discussions with the parties involved in the transaction related to the structure of a deal," Dynegy spokesman Steve Stengel said.
Enron, meanwhile, declined to comment on the report.
Citing people familiar with the matter, the Wall Street Journal reported that Enron Corp is in advanced talks with Dynegy to cut the price of the all-stock transaction by more than 40 pct to about 5 bln usd.
Enron is also trying to extend the maturity dates of some of its borrowings to stem a growing liquidity crisis, the Wall Street Journal said.
lwl/gc

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
STOCKWATCH Enron slightly higher on hopes for new deal price

11/27/2001
AFX News
(c) 2001 by AFP-Extel News Ltd
NEW YORK (AFX) - Shares of Enron Corp were slightly higher in midsession trade on reports that the company is trying to renegotiate the terms of a deal with Dynegy Inc, by cutting the price of the all-stock transaction to 5 bln usd, or 40 pct, from 9 bln usd, dealers said.
At 12.19 pm, amid broad declines in the market, Enron shares were trading up 5 cents at 4.04 usd. Dynegy was up 1.26 usd, or 3.26 pct, at 40.51.
The DJIA was down 111.48 points at 9,871.28. The S&P 500 was down 10.40 points at 1,147.02. The Nasdaq composite was down 20.25 points at 1,920.98.
Earlier, the Wall Street Journal said Enron was in advanced talks with Dynegy in an attempt to salvage their two week-old acquisition deal. The companies are discussing a new price for the all-paper deal, following the sharp fall in Enron's share price of the past few weeks.
Enron had hoped to finalise the deal and make an announcement yesterday that would calm investors -- the shares are trading at a small fraction of their record high last year of 87.50 usd.
As of today, however, the revised deal still has not been formalised.
The current agreement with Dynegy contains a "material adverse change" clause, which could be invoked to call the deal off.
As part of its due diligence, Dynegy is examining details of Enron's filing with the Securities and Exchange Commission last week, which reportedly contained information it had not received previously.
"Enron is a black hole, and I don't know how deep the bottom is," said Fadel Gheit an analyst at Fahnestock & Co.
Only four weeks ago, Enron's stock was trading at the 8 usd mark, Gheit said, noting that if the Dynegy had done their homework the stock would not have continued to collapse.
"The market sees this and somebody has to figure out the potential exposure, it could be several billion dollars," said Gheit.
If the deal is to go through then the two companies must arrive at a new stock-exchange ratio, said Gheit. Under the current acquisition agreement, Dynegy would exchange 0.2685 share for each Enron share tendered.
According to the Wall Street Journal, the new ratio is expected to be less than 0.15 share of Dynegy stock for every share of Enron stock, which would value Enron at less than 6 usd a share, or about 5 bln usd.
blms/cl/gc

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
IN THE MONEY: Hedge Funds Say Yes To New Enron Terms
By Carol S. Remond

11/27/2001
Dow Jones News Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
A Dow Jones Newswires Column

NEW YORK -(Dow Jones)- News that Enron Corp. (ENE) and would-be suitor and savior Dynegy Inc. (DYN) are working to renegotiate their merger agreement has done little to assuage market jitters about Enron's fate.
And so far, even professional arbitrageurs, who normally thrive on placing bets on whether a merger is going to go through, continue for the most part to stay clear of Enron's stock and bonds because of the uncertainty surrounding the once mighty energy trader.
Still, reports that the equity swap ratio offered by Dynegy could be revised down to below 0.15 from 0.2685, has some hedge funds, often willing to take more risks, looking to place trades on the deal.
"We're trying to figure out a good play," said a trader at a New York hedge fund.
So far, bets under consideration seem to be those that would include a combination of stock and debt trading, somehow hedging a short position on Enron's shares with a long position in some of its bonds.
"People that are playing the debt are definitely playing the stock against it," a hedge fund manager at another fund said. This manager added, "We're still trying to evaluate different risk/reward scenario on the debt and equity sides."
Investors that sell stock short borrow shares in the hopes of replacing them later by purchasing them at a lower price.
Arbitrageurs typically sell short shares of the acquirer, while taking long positions in the stock of the target company. But there is nothing typical about Enron's financial woes and the rescue efforts launched by Dynegy and large banks like J.P. Morgan Chase & Co. and Citigroup Inc.
Traders reported increased activity in the still mostly illiquid Enron debt market. "Some bids are coming in, especially on the lower priced bonds," said a trader at a large New York investment bank that makes a market in Enron's bonds.
Enron bonds, which had fallen in value in recent weeks, gained five to seven points early Tuesday as investors continue to await confirmation from Enron and Dynegy that their merger deal remains on track, albeit at a lower price. Enron's 6.4% bonds due 2004 were recently trading at about 55 cents on the dollar, up from 48 cents Monday.
Under the original terms of the deal, Enron holders would have gotten 0.2685 of Dynegy shares for each of their Enron shares. Quoting people close to the discussions, The Wall Street Journal reported Tuesday that the new ratio is expected to be less than 0.15 share of Dynegy stock for every share of Enron stock. That lower exchange was also mentioned in a Dow Jones Newswires story last Friday. At current prices a 0.15 exchange ratio would value Enron at less than $6 a share.
Essentially this new value, if true, means that it has now become easier for hedge funds and other risk takers to play the merger odds.
When a hedge fund shorting Enron stock at $4 a share risked losing more than $6 if the merger went through at the 0.2685 ratio, it now stands to lose only $2 a share (based on the $6 value of Enron stock under the new 0.15 ratio). At the same time it has become much easier to hedge that loss potential by going long on Enron bonds. If the merger doesn't happen, Enron is seen by many as heading for bankruptcy with an ultimate share value of 0. That means that hedge funds shorting Enron at $4 stand to benefit by that amount.
Hedge fund managers and traders said that current thinking puts the value of Enron bonds at about 20 cents on the dollar if the merger fails and about 80 cents on the dollar if it goes through. Meanwhile, the value of Enron stock is capped at about $6 a share if the merger goes through with a new conversion ratio of 0.15.
"A lot of the guys are still very skeptical," said a bond trader at a New York bank. "But this is really making the hedge trade easier and we've seen more customers short the stock and buy the bonds."
Still, this type of bets isn't for the faint of heart, and most investors are likely to wait for more news before taking a position.
"We're nibbling a little bit at the bonds right now. But the situation is so volatile that it's difficult to be aggressive," the manager of a large New York hedge fund said.
Carol S. Remond; 201-938-2074; Dow Jones Newswires
carol.remond@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Dynegy Confirms Talks On Enron Deal Structure - Source
By Christina Cheddar
Of DOW JONES NEWSWIRES

11/27/2001
Dow Jones News Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
NEW YORK -(Dow Jones)- Dynegy Inc. (DYN) confirmed the company is in talks with a number of parties regarding the structure of its transaction with Enron Corp. (ENE).
"I can confirm that we are in discussions with the parties involved in the transaction related to the structure of the deal," said John Sousa. "I can't elaborate any further at this time."
An Enron official wasn't immediately to comment.

Earlier Tuesday, a report in The Wall Street Journal quoted people familiar with the matter who said Enron and Dynegy were in advanced discussions to cut the price of the all-stock transaction by more than 40% to about $5 billion. Sousa, the Dynegy spokesman, didn't comment on the newspaper report.
Dynegy shares recently traded at $40, up 75 cents, or 1.9%, while Enron shares changed hands at $3.94, down 7 cents, or 1.7%.
Under the original terms of the transaction, Enron shareholders are to receive 0.2685 of a Dynegy share, or $10.78, for each share outstanding, or about $9.14 billion, based on Dynegy's recent stock price.
According to the Journal report, the new terms could be below 0.15 of a Dynegy share.
The deal is critical for Enron, which also simultaneously carrying out talks to receive between $500 million to $1 billion in additional funding to support its operations, while carrying on negotiations to restructure its debt, which totals about $13 billion.
While Dynegy has already provided Enron with a cash infusion, it is uncertain how long Enron's current funds will allow it to remain solvent.
Meanwhile, a third employee lawsuit has been filed against Enron over lost 401(k) retirement savings due to the recent collapse of Enron's stock, which has declined more than 90% in the trailing 12 months. The suit claims Enron "locked down" the plan, which prevented employees from being able to sell the shares, and seeks $850 million for plan losses.
Although the other recently filed employee suits didn't disclose the amount of compensation the plaintiffs are seeking, it is possible the suits seek a similar level of damages, a CreditSights report said.
If this is true, the CreditSights report said, it is possible the clause that allows Dynegy to walk away from the deal if the liabilities from "pending"' or "threatened" litigation may exceed $3.5 billion may be invoked.
In addition, to the employee lawsuits, more than a dozen shareholder suits have been filed against Enron.
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar@dowjones.com

The discussions between Enron and Dynegy aren't merely focused on revising the consideration Dynegy will pay. They are also aimed at providing Enron with additional funding and at restructuring its debt, said a person familiar with the negotiations.
The moves are aimed at restoring confidence in Enron and relieving "the perceived liquidity crisis," the source said.
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: Enron shares down despite talk of new Dynegy deal.

11/27/2001
Reuters English News Service
(C) Reuters Limited 2001.
NEW YORK, Nov 27 (Reuters) - Shares of financially troubled energy trading giant Enron Corp. slipped back into the red on Tuesday after gaining in opening trade following news of a new rescue deal from Dynegy Inc. .
Enron shares were down 2 cents at $3.99 after rising 19 cents, or 4.7 percent, to $4.20 in early dealings on the New York Stock Exchange.
Analysts questioned the viability of the original proposal for Dynegy to acquire Enron in a deal worth about $9 billion.
The Wall Street Journal reported that the companies were discussing reducing the price of the all-stock deal by more than 40 percent, to about $5 billion.

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

Enron Credit Rating to Remain Unchanged for Today, Moody's Says
2001-11-27 16:12 (New York)

Enron Credit Rating to Remain Unchanged for Today, Moody's Says

     New York, Nov. 27 (Bloomberg) -- Enron Corp.'s credit rating
will remain at ``Baa3,'' the lowest investment grade, by Moody's
Investors Service, which said it won't take any ratings action
today on the largest energy trading company.

     David Stimpson, Moody's managing director for ratings
communication, said although there was speculation in the market
that Moody's would make a ratings change, the company won't take
any action on Enron today. Stimpson declined further comment.

     Moody's had been expected to make a statement on Enron's
credit as bankers sought to raise as much as $2 billion for the
energy trader in private equity.

     Bankers led by J.P. Morgan Chase & Co. Vice Chairman James B.
Lee have been unable for two weeks to raise the money because of
concern Enron won't be able to meet its obligations. That concern
was heightened after Enron disclosed a $690 million payment due
this week. Enron needs the money to operate as it completes an
acquisition by Dynegy Inc.

Enron Turned Down by Investors Alwaleed, Blackstone, Carlyle
2001-11-27 15:16 (New York)

Enron Turned Down by Investors Alwaleed, Blackstone, Carlyle

     New York, Nov. 27 (Bloomberg) -- Enron Corp.'s bankers,
seeking to raise as much as $2 billion for the energy trader, have
been turned down by investors including Prince Alwaleed Bin Talal,
the Carlyle Group Inc. and Blackstone Group LP.

     ``I was approached by several people to invest in the
company, but we declined,'' said Alwaleed, a billionaire investor
from Saudi Arabia. The fall in Enron's shares, which have declined
95 percent this year, didn't necessarily make it a good
investment, he said.

     Bankers led by J.P. Morgan Chase & Co. Vice Chairman James B.
Lee have been unable for two weeks to raise the money because of
concern Enron won't be able to meet its obligations. That concern
was heightened after Enron disclosed a $690 million payment due
this week. Enron needs the money to operate as it completes an
acquisition by Dynegy Inc.

     The prospect that Enron will fail to line up financing,
jeopardizing its plan to be acquired by Dynegy, has weighed on its
stock and bonds. The company's securities gained today as talks
between Enron and Dynegy to renegotiate terms of the transaction
convinced some investors the takeover was more likely to take
place.

     Enron 6.4 percent bonds that mature in 2006, which closed
yesterday at 48 cents on the dollar, rebounded to trade at about
55 cents on the dollar. At that price, the bonds yield 22.5
percent. Enron shares rose 21 cents, or 5 percent, to $4.22. The
stock finished yesterday at $4.01, its lowest level in 14 years.

                        Declining to Invest

     J.P. Morgan and Citigroup Inc., Enron's largest lenders, plan
to provide $250 million to Enron each as part of a $2 billion
package. The bankers have been seeking additional investments,
which would be made in the form of convertible stock, for more
than two weeks.

     Questor Management Co., a $1 billion private-equity fund that
invests in troubled companies, and buyout funds such as Carlyle
Group and Blackstone have balked at investing, said people
familiar with the situation. Blackstone and Questor declined to
comment. Christopher Ullman, a spokesman for Carlyle, said: ``We
are not in discussions with Enron about financing.''

   ``More equity would leave Enron with a stronger balance sheet,
which should reassure their trading partners,'' said Kathleen
Vuchetich, who helps manage $1.4 billion in assets at the Strong
American Utilities Fund. Vuchetich has 4.2 percent of her
portfolio invested in Dynegy shares.

     Enron and Dynegy discussed revising the terms of their merger
over the weekend, said Steve Stengel, spokesman for Dynegy. Dynegy
is now talking about paying less than 0.15 share for each of
Enron's, valuing the company's equity at about $5 billion, or less
than $6 per share, the Wall Street Journal reported, citing people
close to the discussions.

                               Terms

     ``The concern is that the Dynegy deal breaks down,'' said
Paul Tice, co-head of U.S. high-grade credit research who covers
the energy market for Deutsche Bank.

     Current terms call for an exchange ratio of 0.2685 share of
Dynegy stock for each Enron share. Given recent disclosures about
Enron's debt and the drop in the stock price, a fairer ratio would
be 0.15 share of Dynegy, said Ronald Barone, a UBS Warburg analyst
who rates Dynegy a ``strong buy.''

    Under current terms, the deal makes sense for Dynegy only if
Enron earns 85 cents or more next year, said Gordon Howald, an
analyst at Credit Lyonnais who rates Dynegy a ``buy.'' UBS
Warburg's Barone has reduced his estimate of Enron's 2002 earnings
to 75 cents a share from $1.65.

     Enron needs an infusion in part because it has $9 billion of
payments due before the end of 2002 and less than $2 billion in
cash and credit lines. The decline in reserves has also raised the
prospect that Moody's Investors Service may cut Enron's credit
rating. A lower rating would trigger $3.9 billion in debt
repayments for two affiliated partnerships.

                           Cash Question

     ``The main question is: `What is the cash position right
now?''' said Tice at Deutsche Bank. ``Is the falloff in the cash
position of the company stabilizing or not?''

     Moody's hasn't issued a report on Enron since the company
filed a quarterly report with the Securities and Exchange
Commission last week announcing it had a $690 million note due
this week. On Wednesday, Enron got a three-week reprieve from
lenders on the $690 million note and closed on a $450 million
credit line. Dynegy Chief Executive Officer Chuck Watson said he
was ``encouraged'' by the developments.

Liberty Funds Analyst Paik Comments on Dynegy and Enron Talks
2001-11-27 11:56 (New York)

     Boston, Nov. 27 (Bloomberg) -- Edward Paik, an analyst at
Liberty Funds Group, comments on Dynegy Inc.'s proposed
$23 billion acquisition of Enron Corp., the largest energy trader.

     Paik has Enron shares among the $3.6 billion in assets he
helps manage at Liberty.

     Dynegy may renegotiate terms of its bid for Enron, people
familiar with talks between the Houston-based companies said
yesterday.

     ``The stock market is clearly 100 percent certain the Dynegy
deal won't go through as negotiated,'' Paik said. ``We're just
waiting.''

     ``If they announce they've renegotiated the deal, it will be
implicit that due diligence has been done, and that Dynegy won't
walk away for anything that's happened up until now. If they were
to impose more conditions, what good is that? Dynegy needs to
resuscitate Enron back to health.''

A.G. Edwards Analyst Heim Comments on Dynegy and Enron Talks
2001-11-27 11:00 (New York)

     St. Louis, Missouri, Nov. 27 (Bloomberg) -- A.G. Edwards &
Sons Inc. analyst Michael Heim comments on Dynegy Inc.'s proposed
$23 billion buyout of Enron Corp., the largest energy trader.

     Dynegy may renegotiate terms of its bid for Enron, people
familiar with talks between the Houston-based companies said
yesterday. Heim rates Enron ``sell'' and Dynegy ``hold'' and
doesn't own shares of either company.

     The market is waiting for confirmation and details of a
renegotiated bid, Heim said.

     ``We'd need to know why they'd agreed to a new price,'' Heim
said. ``It also needs to be combined with some sort of shoring up
of Enron's trading business, which needs to be stabilized for the
deal to have real value.''

Commerzbank Analyst Meade Comments on Dynegy's Talks With Enron
2001-11-27 10:42 (New York)

     New York, Nov. 27 (Bloomberg) -- Commerzbank Securities
analyst Andre Meade comments on Dynegy Inc.'s proposed
$23 billion buyout of Enron Corp., the largest energy trader.

     Dynegy may renegotiate terms of its bid for Enron, people
familiar with talks between the Houston-based companies said
yesterday. Meade rates both companies ``hold'' and owns no shares.

     ``If they are renegotiating, it confirms our fears that
Enron's crown jewel, its marketing and trading business, is
deteriorating,''

      Investors are waiting for a sign on the state of the
business, Meade said.

      Enron's trading business was worth more than $10 billion
before partners began shunning it on credit concerns, Meade said.
A lower price struck by Dynegy may reveal how much business has
fallen, and whether Dynegy believes Enron can regain it, Meade
said.

     A New York Times report that banks may extend payments on
some loans until after Dynegy purchases Enron ``raises concern
that Dynegy will be hurt by taking on the vast liabilities of
Enron,'' Meade said.

ENRON SHARES RECOVER FROM A.M. SLUMP
By Lisa Sanders
CBS.MarketWatch.com

4:10 PM ET Nov 27, 2001

HOUSTON (CBS.MW) -- Shares of Enron recovered from the morning's sub-$4
a share level Tuesday amid reports that the embattled energy merchant is
working with Dynegy to renegotiate its takeover offer.

Enron (ENE), which once hit $84.88 during the last holiday season,
added 13 cents to close at $4.14 on volume of 68.4 million shares. The
stock was the most actively traded on the New York Stock Exchange
Tuesday.

Dynegy shares added $1.64 to close at $40.89.

The New York Times reported that Houston-based Dynegy (DYN) and Enron
are renegotiating Dynegy's bid, once valued at $9 billion in stock.
According to the report, Dynegy is worried that Enron's core business --
energy trading -- is deteriorating. See full story.

Getting it done

_______________________________________________________________________

Glen Hilton, portfolio manager of the Montgomery New Power Fund, said
it's a "crapshoot" as to whether the deal gets done.

"I think that regardless of the outcome Dynegy is still in a good
position for the long-term," he said. His fund liquidated its Enron
holdings completely in mid to late-October. "Enron was the leader (in
energy trading), and it's clearly suffering so Dynegy is in a good shot
to take up the mantle."

Hilton pointed to Enron's 10-Q, filed last Monday with the Securities
and Exchange Commission, and the falling share price as potential
triggers of the deal's material adverse affect clause. Those two things
could very well make Dynegy walk away from the merger. If that happens,
Hilton said, an Enron bankruptcy is a very real possibility.

"Very few companies understand what Enron does and Dynegy is one of the
few that could make something out of it," Hilton said. "If Dynegy can
restore confidence in Enron's trading business and get Northern Natural
Gas, it looks like it might be worth the headache."

Dynegy has the rights to Enron's Northern Natural Gas, a pipeline
system, whether the merger goes through or not.

Enron wasn't immediately available for comment. Dynegy, through a
company spokesman, confirmed that it was in discussions with "the
parties involved in the transaction" related to the structure of the
deal.

Top Of The News
Enron In Free Fall
Dan Ackman <javascript:newWindow('Ackman')>, Forbes.com <http://www.forbes.com/news>, 11.27.01, 9:00 AM ET

NEW YORK - If not for Sept. 11, Enron would be a major scandal; as it stands, it's a minor scandal. The Houston-based energy company, whose Chairman Kenneth Lay is a personal friend of and top fundraiser for President George W. Bush <http://www.forbes.com/2001/10/12/gwbush.html> and Vice President Dick Cheney, is in free fall. The bailout by rival Dynegy made public three weeks ago appears to be unraveling.

Dynegy's (nyse: DYN <http://www.forbes.com/finance/mktguideapps/compinfo/CompanyTearsheet.jhtml?tkr=DYN> - news <http://www.forbes.com/markets/company_news.jhtml?ticker=DYN> - people <http://www.forbes.com/peopletracker/results.jhtml?startRow=0&name=&ticker=DYN>) buyout of Enron (nyse: ENE <http://www.forbes.com/finance/mktguideapps/compinfo/CompanyTearsheet.jhtml?tkr=ENE> - news <http://www.forbes.com/markets/company_news.jhtml?ticker=ENE> - people <http://www.forbes.com/peopletracker/results.jhtml?startRow=0&name=&ticker=ENE>) was originally valued at $9 billion. But just as the deal was announced, Enron said its prior financial reporting was inaccurate and that it had overstated earnings by $586 million over the past four years.

While the companies have not said the merger is off, investors don't believe it will happen, at least not at the stated price; they have bid Enron shares down to the point where the company has a market value of less than $3 billion. The shares closed yesterday at $4.01, down from $78 a year ago.

The situation is in flux, as it has been for months. During that time, several top Enron executives have been forced to resign. Jeffrey Skilling, Enron's former chief executive officer, left in August for "personal reasons."

Company officials said they hope to announce, perhaps as early as today, a series of changes: a lower price for the takeover; a cash infusion of $500 million; new, extended loan terms by Enron's bankers; and somehow, an agreement that prevents Dynegy from walking away in the face of litigation over Enron's devastated employee-retirement plan. Lawsuits by shareholders are sure to follow, considering Enron's restatement and the pay it lavished on executives, including Lay who received $135 million from salary, bonus and the exercise of stock options in 2000 alone.

For now, Dynegy says it still wants to do a deal for its crosstown rival with 2000 revenue of $101 billion.

Even more alarming than the deterioration in the share price is the crisis of confidence in Enron's reliability as a trading partner in worldwide energy markets. Last year, Enron was the dominant player in natural gas and electricity trading--a fast-paced, complex business quite removed from the company's history as a gas- and oil-pipeline builder and operator. The fear now is that other companies will refuse to trade with Enron out of trepidation that it will file for bankruptcy and not pay its bills.

The company had $10.5 billion in debt as of its last annual report, and that number has likely grown by 20%. Already, credit agencies have cut their ratings on Enron debt.

Dynegy and its partner, ChevronTexaco (nyse: CVX <http://www.forbes.com/finance/mktguideapps/compinfo/CompanyTearsheet.jhtml?tkr=CVX> - news <http://www.forbes.com/markets/company_news.jhtml?ticker=CVX> - people <http://www.forbes.com/peopletracker/results.jhtml?startRow=0&name=&ticker=CVX>), may pump billions of dollars into Enron's operations if the purchase goes through. But the deal will certainly undergo regulatory scrutiny and will take months to close. Investors and energy traders are increasingly doubtful that Enron can hang on by itself.

Enron bills itself as one of the world's leading energy, commodities and services companies. It says it "markets electricity and natural gas, delivers energy and other physical commodities, and provides financial and risk management services to customers around the world." While all this may be true, its popularity with investors was based largely on its fast-growing revenue--much like the Internet companies whose collapse it mirrors.

Few shareholders had any understanding of what Enron did to generate that revenue, and indeed Enron's own auditors at Arthur Andersen were confused. Most of the revenue was generated from trading, but the company's shares sold as if it was still an industrial company and not a financial firm.

Enron was famous for being famous. Before the start of the 2000 baseball season, it purchased the rights to have its name on Houston's new ballpark. By 2002, Enron Field may need a new name.

The name Enron itself sounds like it has something to do with energy, but it means nothing. At the time the company was formed from the merger of InterNorth of Omaha and Houston Natural Gas, the idea was to call the company Enteron. But the namers then looked in the dictionary and found out that Enteron means "intestines;" they decided to drop the "te" in the middle and go with Enron. Soon Enron may be part of Dynegy, a much smaller company in terms of revenue. If the deal falls apart, it may want to go back to Enteron.


FYI.  Not for dissemination outside this distribution.  Documents delivered to Hertzberg to follow.

Best,
Jeff
----- Forwarded by Jeff Dasovich/NA/Enron on 07/02/2001 10:05 PM -----

	Phil Isenberg <Isenberg@HMOT.com> 07/02/2001 03:26 PM 	   To:   cc: Ann.Cohn@sce.com, brbarkovich@earthlink.net, cohnap@sce.com, cra@calretailers.com, debinorton@aol.com, derek.naten@roche.com, dhunter@s-k-w.com, dominic.dimare@calchamber.com, drothrock@camfg.com, ek@a-klaw.com, fieldejr@sce.com, jdasovic@enron.com, john.redding@gene.GE.com, jstewart@cmta.net, kmccrea@sablaw.com, kt@a-klaw.com, lga@mother.com, liebmand@haynesboone.com, mdjoseph@adamsbroadwell.com, mflorio@turn.org, mkahl@ka-pow.com, Robert.Albergotti@asm.ca.gov, smutny@iepa.com, vjw@cleanpower.org, wbooth@booth-law.com, "'John.Fielder@sce.com'" <John.Fielder@sce.com>, mkahl@ka-pow.com  Subject: Final Report

Gang:

The final letter and document will be given to the Speaker shortly.  As you
may know, TURN ultimately decided not to participate.  Also, late last week
the Utility Workers had an elected change of leadership and there was not
enough time to bring the new officers up to speed by our deadline.

The Speaker plans on using our product to simultaneously encourage the PUC
not to close the door on direct access and, if necessary, convince the
Legislature to pass this year a meaningful direct access program (if the PUC
goes south on us).  Also, I believe he hopes that our work will help
convince the Legislature to move to restore SCE to financial stability - and
to do so rapidly.

This last month has been very interesting to me - "oddly satisfying" is how
I described it, even if most of you did object to the phrasing - and I
appreciate the opportunity of working with you.  For whatever reasons, there
is nothing like an intractable social and political problems to get me
interested.  Thanks very much for participating.

Phil


Pablo:
Weather derivatives are derivative transactions that we do with
counterparties based on temperature chnages, rainfall amounts etc.  For
example, a counterparty (i.e., a ski lift operator) may want us to agree to
pay them within a certain seasonal period based on  the number of days that
the temperature exceeds a certain level.  With respect to credit derivatives,
these are again financial transactions that we may enter into with a
counterparty where we may agree to pay them if an entity taht they have a
relationship with goes bankrupt.

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

	"Pablo Perezalonso" <pperezalonso@rhm.com.mx>
	06/23/2000 06:15 PM

		 To: Carol.St.Clair@enron.com, JRazguzman@rhm.com.mx
		 cc:
		 Subject: Re: Securities Question

I am sorry, but, Could you define what do you understand by weather or credit
derivatives?

Thank you

Pablo Perezalonso Egu?a
Ritch, Heather y Mueller, S.C.
pperezalonso@rhm.com.mx
tel: (52) 5-2076533

>>> "Carol St Clair" <Carol.St.Clair@enron.com> 06/23/00 04:07PM >>>

Pablo and Jose:
As  a follow-up to our discussion yesterday, would you consider either weather
derivatives or credit derivatives to be "securities".

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


thank you.  sounds like a good approach!

-----Original Message-----
From: Jeff.Dasovich@enron.com [mailto:Jeff.Dasovich@enron.com]
Sent: Thursday, January 04, 2001 6:25 PM
To: Kari Dohn
Subject: RE: PennFuture's E-cubed -- Price, Policy and Misperception

I hear you.  Feels like I haven't slept for about a week.

Congratulations--securitization would be an extremely constructive outcome.
If there's anything at all that we can do to help, please don't hesitate to
ask.  (Since folks view us as, well, somewhat controversial, we continue to
try to do productive things away from the spot light.)  Talk to you soon.

Best,
Jeff


hey, when are you scheduled to go in for your attitude labotomy?

	Paul Kaufman/ENRON@enronXgate
	05/10/2001 01:51 PM

		 To: Jeff Dasovich/NA/Enron@Enron, Susan M Landwehr/NA/Enron@Enron
		 cc:
		 Subject: RE: Eeegads...

I'll be there, as will Sandi McCubbin.  Are you interested in going?  I
thought not.

 -----Original Message-----
From:  Dasovich, Jeff
Sent: Thursday, May 10, 2001 11:02 AM
To: Kaufman, Paul; Landwehr, Susan
Subject: Eeegads...

Don't know how I got on the list, but just got my invitation to the Western
Conference of PUCs meeting June 3-6 where the guest speakers are Frank Wolak
and Gary Locke.  Oh dear....

Best,
Jeff


Dear Dr. Kaminski,

I was recently allowed to release into the public domain on the limited basis
the first of the preprints that I recently authored on my model for spikes in
power prices and for the valuation of the contingent claims on power. In this
regard, I have just given a talk on this model at the joint seminar of the
Center for Energy Finance Education and Research and the Institute for
Computational Finance at the UT Austin. Right now I am also in the process of
forming a list of specialists both in the industry and academia who might be
interested in receiving this preprint. Please let me know if you might be
interested in receiving this preprint.

I look forward to hearing from you.

Sincerely yours,

Valery Kholodnyi
Manager of Quantitative Analysis
Research and Analytics Group
TXU Energy Trading

PS. Here are the main preprints that I have recently authored on my model for
spikes in power prices and valuation of contingent claims on power:

1. Valery A. Kholodnyi, The Stochastic Process for Power Prices with Spikes
and
Valuation of European Contingent Claims on Power, Preprint, TXU-RAG-01/00,
July
2000.
2. Valery A. Khlolodnyi, Valuation of a Swing Option on Power with Spikes,
Preprint TXU-RAG-05/00, August, 2000.
3. Valery A. Kholodnyi, Valuation of a Spark Spread Option on Power with
Spikes,
Preprint TXU-RAG-21/00, November 2000.
4. Valery A. Kholodnyi, Valuation of European Contingent Claims on Power at
Two
Distinct Points on the Grid with Spikes in Both Power Prices, Preprint
TXU-RAG-24/00, November 2000.
5. Valery A. Kholodnyi, Valuation of a Transmission Option on Power with
Spikes,
Preprint TXU-RAG-25/00, November 2000.

As I have indicated to you in my previous e-mail, contrary to the standard
approaches, I model spikes directly, as self-reversing jumps on top of a
stochastic process for the regular dynamics of power prices in the absence of
spikes. In this way the dynamics of power prices is modeled as a non-Markovian
process, even if the process for the regular dynamics of power prices is
Markovian. Among other things my model for spikes allows for the explicit
valuation and hedging of contingent claims on power with spikes, provided that
the corresponding contingent claims on power can be valued and hedged in the
absence of spikes.


USA: UPDATE 1-Calif. seizes stranded SoCal Edison energy contracts.

02/02/2001
Reuters English News Service
(C) Reuters Limited 2001.

SAN FRANCISCO, Feb 2 (Reuters) - California Gov. Gray Davis on Friday blocked
the California Power Exchange from liquidating stranded energy contracts held
by cash-strapped utility Southern California Edison, seizing the assets for
the state.

The governor's office said the order, issued late on Thursday and put in
effect on Friday, was needed to "preserve" the contracts' value for
power-starved California consumers.

"I am using my emergency powers to seize options to buy very inexpensive
power that would otherwise be lost forever," Davis said in a statement.

"These options will provide reliable power through the end of the year. It is
important to protect these contracts for the people of California," he said.

A Los Angeles judge on January 24 issued a temporary injunction, valid for a
week, blocking the exchange's sale of the contracts.

The California Power Exchange (CalPX) said Davis' order nullified a Los
Angeles County Superior Court decision earlier Friday that authorized CalPX
to liquidate Edison's forward market positions.

The exchange said they had sought to liquidate the contracts to recover about
$255 million that Edison has failed to pay to CalPX market participants.

While agreeing to transfer the contracts to the state, the exchange pointed
out that the law requires that California pay a "reasonable value" for them,
which it estimated at nearly $652 million on today's market.

Delivery of the first contracts, which total 2.8 million megawatt hours, is
scheduled to begin Monday, February 5.

One megawatt hour is roughly the amount of electricity needed to light 1,000
homes for 60 minutes.

Davis is desperately seeking cheap power for the state after the utilities'
financial meltdown pushed them to the market's sidelines. Spot market
purchases for the state are currently being made by the Department of Water
Resources, but at typically higher prices than in the "forwards" market.

Block forward energy contracts secure electricity deliveries over a given
"block" of time at a price agreed months in advance, shielding the buyer from
the kind of price volatility that has recently roiled the short-term "spot"
market.

The overall value of SoCal Edison's contracts, agreed last year for power to
be delivered in 2001, was not immediately known, but CalPX officials said
last month they hoped their liquidation would cover the $215 million
SoCalEdison owned the exchange.

SoCal Edison, the utility subsidiary of Rosemead, Calif.-based Edison
International, has warned it is no longer able to meet its financial
obligations after running up a debt of nearly $5 billion buying wholesale
power in the spot market, where prices have soared ten-fold over the past few
months amid a regional energy shortage.

The utility is blocked by the state's 1996 deregulation law from passing
these high wholesale prices down to consumers, who are still protected by a
rate freeze.

That same deregulation legislation created the CalPX, making it the
state-sanctioned exchange for electricity trading. SoCal Edison was among the
biggest buyers on the exchange.

CalPX, crushed by a mountain of debt it is unable to recover from Edison, has
shut its spot market operations and is winding down its business affairs.

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


Jason,

you can find the CA list of plants under O:\Fundy_Ops\Industrials\CA mipdplnt.xls

You can also find the entire mipd database in Access under  O:\Fundy_Ops\Industrials\pi_main.mbd

Hope this helps,
Biliana


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 10/18/2000
03:22 PM ---------------------------

Anita DuPont@ENRON
10/18/2000 03:10 PM
To: Vince J Kaminski/HOU/ECT@ECT, Pinnamaneni Krishnarao/HOU/ECT@ECT
cc: Shirley Crenshaw/HOU/ECT@ECT
Subject: EES Risk Management Presentations for October 25.

Please have your presentations to me by 10 AM Friday, October 20, 2000.   It
takes a couple of days to get the materials back from the Copy Center. The
presentations have to be put in new binders this time and it takes most of a
day to put everything together in the binders.  Therefore, I  have to have
the materials to the Copy Center by Friday afternoon in order to get them
back by Monday afternoon or Tuesday morning.  I will need most of Tuesday to
get everything assembled in the binders.  Thus the necessity of having your
completed presentations by Friday morning.

Vince:  Basket Options
  Binary (Digital) Options

Krishna:  Barrier Options
  Other Complex Structures

Thanks for your help on this.

Regards,

Anita


student		Heriberto Salgada
grade		5
teacher		Rodriguez

shirt size	14
pants		14
shoes		adult 6.5 - 7 (for sock size)
favorite color	white / blue
weight		59 inches
weight		75 pounds

favorite subject	computers
has 1 brother
favorite stories	anything about cowboys
If he had $25 he would buy: school supplies
sports		soccer
wants to be teacher when he grows up
likes camping

Tracy, thanks for doing this.  Call me at 713-853-5559 if you have questions.

Kevin Hyatt


Start Date: 4/13/01; HourAhead hour: 5;  No ancillary schedules awarded.  No
variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001041305.txt


Start Date: 4/21/01; HourAhead hour: 23;  HourAhead schedule download failed.
Manual intervention required.


Dennis P. Lee
ETS
Gas Logistics
(713) 853-1715
dennis.lee@enron.com


Tim, my understanding is that partnership fee (the $11.0M) has been amortized
for the last several years and expensed to the Industrial groups (McConville
and Ondarza).  As you are aware, I sued them for breach.  The settlement
involved the elimination of all existing transactions between Ft. James and
Enron including the Wauna and Halsey power contracts.  It is my understanding
that the benefit of the elimination of those shorts resides in the Portland
shop.   The elimination of the shorts would not have occurred without the
lawsuit on the alliance and the settlement I originated.  It seemed logical
to charge the Portland office with the remaining un-amortized fee of $1.8M as
a cost of eliminating the shorts for no cost and no future contingent
liability.

Lets discuss.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 06/16/2000
07:00 PM ---------------------------

	From:  Tim Belden                           06/16/2000 05:09 PM

To: Wes Colwell/HOU/ECT@ECT, David W Delainey/HOU/ECT@ECT, John J
Lavorato/Corp/Enron
cc: Paula Harris/HOU/ECT@ECT
Subject: Fort James Amortization

Edith Cross and I looked at the Fort James deal in great detail in early
1999.  When the deal was closed, west power trading booked an in the money
position and an offsetting expense of about $11 million.  This money has
already liquidated from our book.  In fact, I have a copy of the 3/31/97 DPR
that reflects this liquidation.  At that time, west power trading also paid a
350k credit reserve, 247k to the finance book, and 1.3 million in
origination.

I have also heard about a "partnership" fee that Enron paid to Fort James
around the same time.  I'm not sure what this fee was and who benefitted from
it.  It had nothing to do with the west power trading book.

On John's recommendation I called Wes to see if we could figure this out.
Wes, please give me a call back to discuss.  I think that someone needs to
look at the actual journal entries from March of 1997 to see why an expense
of $11 million was deferred.

This is not my problem.  I should not receive this expense.  Until this is
resolved, I would greatly appreciate it if the writedown of the deferred
account does not hit west power trading's expenses.


You are invited to a meeting next Thursday (3/22) afternoon at 2:00 to
discuss energy commodity and renewable energy credits for the Enron Building,
Center and Stadium.  There are a few efforts that are going on simultaneously
and I thought it would be a good idea for all of us to meet and get on the
same page.  As many of you might know, Enron Wind (Michael Payne) and ENA
(Mike Curry) have a great proposal to retire renewable energy credits from
our Enron Wind facility to match the consumption of the building and stadium
(details attached below).  If this proposal goes forward, Enron would be the
1st Fortune 500 company to "go green" in its headquarters building.  Couple
this w/ our energy star award, and we have GREAT environmental messaging.
We'd like to highlight this announcement on Earth Day (April 22nd).

The facilities folks are interested in switching from Reliant to EES for
actual commodity.  It makes sense to work strategically together on win-win
proposal that will not only make sense economically, but that we can use in
our messaging.  The focus of the meeting is to discuss the various proposals,
and steps for moving forward.

The meeting will be in EB50MO3 from 2:00-3:00. Please let me know if you or
someone from your group can attend.

Stacey Bolton
Environmental Strategies
Enron Corp
3-9916


happy belated birthday.  sorry i didn't give you a call.  what all did you
get?  i will try to call you  tonight or something.


---------------------- Forwarded by Derek Davies/CAL/ECT on 08/23/2000 08:15
AM ---------------------------

"Derek J Davies" <djdavies@cadvision.com> on 05/18/2000 09:27:00 AM
To: Derek Davies/CAL/ECT@ECT
cc:
Subject: Pictures of Evan

 - att1.htm
 - 05cc3104.jpg
 - 05cc3106.jpg
 - 05cc3108.jpg


IntercontinentalExchange
                                                                                Firm Power Price Bulletin
                                                                                For Power Delivered on Monday, October   29, 2001
                                                                                (Trade Date of Friday, October   26, 2001)
Click here to access index history .
                                                                                * volume represents sell-side only *

Hub	High	Low	Wtd Avg Index	Change ($)	Vol (Mwh)
Cinergy	         $32.65	         $31.05	         $32.03	+    .93	         132,800
Comed	         $29.00	         $27.50	         $27.88	+    .61	           6,400
Entergy	         $28.00	         $25.85	         $26.50	+    .31	          16,000
Nepool	         $40.25	         $39.75	         $39.98	+    .92	           6,400
Palo Verde	         $35.50	         $33.00	         $34.07	+    .93	          10,000
PJM-West	         $32.50	         $32.00	         $32.25	+   1.86	          32,800
SP-15	         $36.50	         $32.50	         $33.78	+   1.32	           6,000
TVA	         $34.50	         $30.00	         $33.11	+   2.08	           8,800

                                                                                Includes all trades done from 6 AM to 11 AM Central Prevailing Time on the trade date specified for financially firm power delivered during the on-peak hours (6 AM - 10 PM CPT for Eastern hubs / 6 AM - 10 PM Pacific Prevailing Time for Western hubs) on the delivery date(s) specified.
                                                                                IntercontinentalExchange is the world's most liquid trading platform for over-the-counter energy and metals.  Active markets include North American power and natural gas, global crude and refined oil products, and precious metals.  Traded instruments include forwards, swaps, and options.
In order to receive the proprietary information contained in this email, you acknowledge and agree that you shall not further disseminate the IntercontinentalExchange Market Data contained herein to any person or entity without the express written consent of IntercontinentalExchange.    Furthermore, you acknowledge that (1) IntercontinentalExchange has exclusive and valuable property rights in this data; (2) IntercontinentalExchange's data is being made available to you only for your own business or personal activities; and (3) you cannot communicate the data, in any form, to any other person or entity without the express written consent of IntercontinentalExchange.
This data is provided to you free of charge.  IntercontinentalExchange reserves the right to cancel this service at any time for any reason or no reason at all.
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To become an Exchange Participant or inquire about the indices, please contact sales@intcx.com .
To unsubscribe from this service, click here unsubscribe .
                                                                                ?Copyright IntercontinentalExchange, Inc. 2001, All Rights Reserved.


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Keyshawn Johnson <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1265&>, WR TB - Giggles Updated 10/28/01
Johnson sat out the second half of Tampa Bay's 41-14 victory over the Minnesota Vikings because of a right knee bruise and will have an MRI test Monday. He was already playing with a sore right hip that limited him in practice last week. "I will get an MRI in the morning and go from there," Johnson said. "Right now, they are saying that it's just a bruise. But we'll know more tomorrow. I probably could not have played if they needed me to. I was in pretty bad pain."

Emmitt Smith <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1094&>, RB! D! AL - Bass/Hull Updated 10/28/01
Smith pronounced himself OK despite having his right knee wrapped after the Dallas Cowboys' 17-3 victory over Arizona on Sunday. "It's throbbing a little bit right now, but I'll be all right," Smith said. "I felt it. I knew what it was. I didn't know the degree the injury was. It worried me a bit." But Smith was able to walk off the field without assistance. He said he expects to play next week at the New York Giants. Coach Dave Campo said Smith would be re-evaluated on Monday, but said he was encouraged that Smith was walking around.

Daunte Culpepper <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=133263&>, QB MIN - Giggles Updated 10/28/01
According to published reports, Culpepper suffered a broken nose in Sunday's game against Tampa Bay. He is not expected to miss any game action.

Eddie Kennison <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1296&>, WR DEN - Free Agent Updated 10/28/01
Kennison rushed one time for 10 yards against New England, and did not catch a pass. The veteran wideout has reverted back to statistical silence after a brief period of productivity.

Mike Anderson <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=187481&>, RB DEN - Neal/McKay Updated 10/28/01
Anderson rushed for only 40 yards on 14 carries against the Patriots. He did score on an eight-yard r! un! , but the Broncos let Olandis Gary carry the ball 10 times for 37 yards also. Denver appears to have lost some confidence in Anderson this year.

David Patten <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1790&>, WR NE - Free Agent Updated 10/28/01
Patten caught five passes for 62 yards and a TD at Denver. He should continue to be a scoring threat as long as he remains one of New England's top two receivers.

Troy Brown <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1253&>, WR NE - Bass/Hull Updated 10/28/01
Brown caught nine passes for 86 yards and a TD at Denver. He also carried the ball one time for 31 yards. Brown will always be a big-play threat against the weaker defensive teams on the Patriots' schedule.

Curtis Conway <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1204&>, WR SD - Giggles Updated 10/28/01
Conway caught nine passes for 120 yards against Buffalo, In the past, Conway was a disappoitment, but now he is working well with Doug Flutie and staying healthy. Conway is finally performing up to expectations as a Fantasy wideout.

Freddie Jones <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1843&>, TE SD - Neal/McKay Updated 10/28/01
! Jo! nes overcame a sprained ankle to play against the Bills, and caught two passes for five yards. One of his catches was good for a one-yard TD, and Jones may now get much of his numbers on short TD catches. Doug Flutie seems to prefer his wideouts over the tight end when the Chargers are outside the red zone.

Larry Centers <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1072&>, RB BUF - Free Agent Updated 10/28/01
Centers was limited to eight receiving yards on four catches by San Diego. The Bills ideally want to get the ball downfield to their wideouts and Jay Riemersma, so don't expect good numbers from Centers ecery week.

Peerless Price <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=133393&> , WR BUF - Free Agent Updated 10/28/01
Price caught eight passes for 151 yards and a TD at San Diego. While Price is still inconsistent, he appears to have improved enough to start for Fantasy teams occasionally.

Matt Hasselbeck <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=12429&>, QB SEA - Bass/Hull Updated 10/28/01
Hasselbeck had his best game as a pro, throwing for 230 yards, two TDs and no interceptions. But he continued to have some troubles completing key passes and getting the ball downfield on important downs.

Shaun Alexander <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=187382&>, RB SEA - JWillie Updated 10/28/01
The Dolphins held Alexander to 87 yards on 23 carries. Considering the strength of the Miami defense, Alexander's final numbers looked respectable, but he also fumbled twice. The Seattle RB will continue to post good yardage numbers, but the league's better defenses might limit his overall output.

Oronde Gadsden <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1612&>, WR MIA - Matty Updated 10/28/01
Gadsden caught only one pass for 15 yards at Seattle. Miami's No. 1 wideout is not playing well enough to be anything more than a Fantasy backup.

James McKnight <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1288&>, WR MIA - Free Agent Updated 10/28! /0! 1
McKnight caught eight passes for 94 yards and a TD at Seattle, but also lost a fumble. The Miami receiver continues to be erratic and occasionally productive.

Ron Dayne <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=187386&>, RB NYG - Neal/McKay Updated 10/28/01
Dayne was held to just 19 yards on eight carries by Washington. He is not putting up consistently good numbers, and should not start for most Fantasy teams right now.

Amani Toomer <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1262&>, WR NYG - Tori Updated 10/28/01
Toomer caught nine passes for 109 yards and a TD against Washington. He rem! ai! ns a must-start Fantasy player, no matter what the opposition is.

Stephen Davis <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1440&>, RB WAS - Bass/Hull Updated 10/28/01
Davis rushed for 107 yards against the Giants, but was held out of the end zone again. He is still running for good yardage, but the Redskins continue to score via the pass when they are able to move the ball.

Tony Banks <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1062&>, QB WAS - Free Agent Updated 10/28/01
Banks threw for 190 yards, two TDs and was not intercepted by the Giants. Right, now the erratic QB is playing well enough to be used as a Fantasy reserve.

Duce Staley <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1757&>, RB PHI - Giggles Updated 10/28/01
Staley played Sunday against Oakland but was held to 19 yards and a touchdown on three carries, with two catches for 35 yards. He was going up against a tough Raiders' rush defense, and should post better stats in future weeks. However, it bears noting that Correll Buckhalter led the Eagles with seven carries, which suggests that neither back is the clear go-to guy right now. That makes both risky starts.

Charlie Garner <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1149&>, RB OAK - Russell Updated 10/28/01
Garner rushed 21 times for 77 yards and a touchdown Su! nd! ay at Philadelphia. This outing could put him firmly in place as the Raiders' featured back while Tyrone Wheatley remains sidelined.

Rich Gannon <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1034&>, QB OAK - Martin Updated 10/28/01
Gannon passed for just 158 yards, no touchdowns and no interceptions in Sunday's game at Philadelphia. He was facing a tall challenge in the Eagles' secondary, and we expect he will rebound with better stats in future weeks.

Donovan McNabb <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=133361&>, QB PHI - Russell Updated 10/28/01
McNabb passed for just 133 yards and no touchdowns Sunday against Oakland, but he didn't get intercepted either. It was asking a lot for him to post great stats against the Raiders' defense, but this was still a disappointment. McNabb is in a bit of a slump right now, but he should break out of it and be a useful Fantasy quarterback over the second half of the season.

Michael Pittman <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=12623&>, RB ARI - Matty Updated 10/28/01
Pittman rushed 16 times for just 29 yards Sunday at Dallas. He hasn't been much better than Thomas Jones this season, and we don't think either player will be a reliable Fantasy option for the remainder of the year.

David Boston <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&ra! nd! om=3664&key=133230&>, WR ARI - Bass/Hull Updated 10/28/01
Boston caught nine passes for 108 yards in Sunday's game at Dallas. While Jake Plummer has been an inconsistent quarterback from a Fantasy perspective, Boston has proven a worthy player because he gets most of the looks in the Arizona passing game. He's easily a solid No. 2 receiver on any team.

Jake Plummer <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1003&>, QB ARI - Frank Updated 10/28/01
Plummer passed for 233 yards, no touchdowns and two interceptions in Sunday's game at Dallas, further exhibiting how inconsistent he can be. Unless the matchup dictates otherwise, you shouldn't rely on him for useful stats on a weekly basis.

Cowboys <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=8&>, DT DAL - Free Agent Updated 10/28/01
The Cowboys held the Cardinals to three points Sunday, and recorded two sacks and two interceptions in the game. Dallas' defense has been somewhat decent from a Fantasy perspective based on the matchup, but don't let this performance fool you into believing that this unit will give you consistent stats week in and week out.

Clint Stoerner <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=196727&>, QB DAL - Free Agent Updated 10/28/01
Stoerner completed 9-of-18 passes for 93 yards, no touchdowns and an interception while rushing for seven times for 23 yards and a scor! e ! in Sunday's game against Arizona. These numbers aren't great for the Fantasy owner, and they came against a weak Cardinals' secondary. We don't recommend Stoerner for your team based on this outing.

Emmitt Smith <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1094&>, RB DAL - Bass/Hull Updated 10/28/01
Smith left Sunday's game against Arizona late in the fourth quarter with a right knee injury after accumulating 83 rushing yards on 21 carries. He will be evaluated shortly.

Rob Johnson <http://football222.fantasy.sportsline.com/mp/elink?script=players&league=bige01&owner=49699.10&random=3664&key=1033&>, QB BUF - Giggles Updated 10/28/01
Johnson left Sunday's game in the third quarter with an apparent knee injury. He was taken to the locker room for further examination and was briefly replaced by Alex Van Pelt before he returned.

More Updates <http://football222.fantasy.sportsline.com/mp/elink?script=pro-player-updates&league=bige01&owner=49699.10&random=3664&start=30&>
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Transactions
Date	Time	Player	Team	Transaction	Effective	Cost!
10/28/01	1:06 PM	Longwell, Ryan	JWillie	Put on DL	Week 7
10/26/01	6:56 PM	Brady, Tom	Martin	Signed	Week 7	$2.5
10/26/01	6:56 PM	McNair, Steve	Martin	Released	Week 7	$2.5
Breakdown Schedule
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Giggles
Player	Pos	Points
Culpepper, Daunte <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=133263&week=07&>	QB	15.0
Bettis, Jerome <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1152&week=07&>	RB	0.0
Canidate, Trung <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=187503&week=07&>	RB	17.0
Conway, Curtis <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1204&week=07&>	WR	12.0
Jurevicius, Joe <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=12484&week=07&>	WR	7.0
Warrick, Peter <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=187401&week=07&>	WR	5.0
Hollis, Mike <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1387&week=07&>	K	6.0
Raiders <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=21&week=07&>	DT	10.0
  <http://images.commissioner.com/images/dot_clear.gif>
TOTAL	 	72.0
  <http://images.commissioner.com/images/dot_clear.gif>
Wheatley, Tyrone <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1140&week=07&>	RB	0.0
Johnson, Rob <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1033&week=07&>	QB	29.0
Johnson, Keyshawn <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1265&week=07&>	WR	6.0
McAllister, Deuce <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=235228&week=07&>	RB	0.0
Minor, Travis <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=235123&week=07&>	RB	1.0
Staley, Duce <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1757&week=07&>	RB	10.0

  <http://images.commissioner.com/images/dot_clear.gif>	at Neal/McKay
Player	Pos	Points
Manning, Peyton <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=12531&week=07&>	QB	19.0
Anderson, Mike <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=187481&week=07&>	RB	10.0
Smith, Lamar <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1160&week=07&>	RB	9.0
Hakim, Az-Zahir <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=12411&week=07&>	WR	8.0
McCardell, Keenan <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1235&week=07&>	WR	11.0
Rice, Jerry <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1291&week=07&>	WR	3.0
Stover, Matt <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1377&week=07&>	K	7.0
Broncos <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=9&week=07&>	DT	20.0
  <http://images.commissioner.com/images/dot_clear.gif>
TOTAL	 	87.0
  <http://images.commissioner.com/images/dot_clear.gif>
Dayne, Ron <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=187386&week=07&>	RB	1.0
Testaverde, Vinny <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1007&week=07&>	QB	3.0
Barber, Tiki <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1782&week=07&>	RB	8.0
Bryson, Shawn <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=133240&week=07&>	RB	0.0
Jones, Freddie <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1843&week=07&>	TE	6.0
Richardson, Tony <http://football222.fantasy.sportsline.com/mp/elink?script=/mp/players&league=bige01&owner=49699.10&random=3664&key=1471&week=07&>	RB	4.0

  <http://football222.fantasy.sportsline.com/mp/open_gif?splnid=6c9f5755f428de1a&league=bige01&owner=49699.10&email=081ea514660665d0486be3bd2d3ec7d3bf095a621938b58c&sport=football&vend=CBS%20SportsLine.com&product=mgmt&time=20011029&type=ereport&random=3664>
  _____

Copyright 2001 Commissioner.COM Inc and SportsLine.com Inc.
Your site can be reached from <http://fantasy.sportsline.com>

FB10SP


I'm off tomorrow.  What are we doing?  Selling my Dad's wares and making a fortune?


This is just an example of how Enron got affected by ANEEL's decision to lower the spot price from R$684/MWh to R$336/MWh.  This Eucatex deal involved both a fixed payment and a variable payment (the latter based on a % of the spot price).

---------------------- Forwarded by Sami Arap/SA/Enron on 10/11/2001 01:47 AM ---------------------------

Marcelo Parodi
10/10/2001 08:39 PM
To:	Brett R Wiggs/SA/Enron@Enron, Remi Collonges/SA/Enron@Enron, Joao Carlos Albuquerque/SA/Enron@Enron, Britaldo Soares/SA/Enron@Enron, Sami Arap/SA/Enron@Enron, Rubens Parreira/SA/Enron@Enron, Karla Azevedo/SA/Enron@Enron, Roberto Schloesser/SA/Enron@Enron, Ricardo Szlejf/SA/Enron@Enron, Guy Ishikawa/SA/Enron@Enron
cc:	Orlando Gonzalez/SA/Enron@Enron

Subject:	Eucatex deal renegotiated

We've re-negotiated the Eucatex deal in order to extract more value out of the transaction for Enron. According to the new structure the value of the deal will move from a negative U$1.1million to a positive U$0.1million. The old vs. new conditions are as follow:

Old deal (existing contract)
structure	: PPA (Enron buys the power)
volumes	: 12MW (6MW firm + up to 6MW interruptible)
pricing	: R$155/MWh (floor price) + 40% of the upside against MAE prices
term	: November 2001 to March 2003 (October 2001 on interruptible basis)
guarantees	: R$3.0 million surety bond issue by Malucelli Insurance Co. (Brazilian company)

New deal
Structure	: Call Option (Enron buys the call)
Volumes	: 11.5MW (9.0MW firm + up to 2.5 MW interruptible)
pricing	: R$60/MWh premium + R$107/MWh strike. Premium will be paid upfront to Eucatex (R$6.6million)
term	: same as above. Interruptible power generated in October will be purchased for R$220,00/MWh (fixed price).
guarantees	: surety bond of R$6.6million + commercial exposure (to be calculated by RAC). We are also considering to switch Mallucelli for an international insurance company, depending on RAC's view. Cost of the insurance will be paid by Eucatex. It is also important to stress that obtaining a solid surety bond is a condition precedent on executing the deal, and Eucatex is aware of that.

Rgds,

Marcelo


<<GETURBINEPURCHASEAGREEMENTLVCOGEN2_redline of execution copy_40301.DOC>>

Steve,

Here's is the revised AIP to reflect what I agreed to with you and Jake.
I'll see what we can do to get the consent agreement done.  We know the ball
is in our court to firm the order for Units 25-28.

Thanks,

Lee

 - GETURBINEPURCHASEAGREEMENTLVCOGEN2_redline of execution copy_40301.DOC


Hi guys,

I suggest a brief meeting to discuss strategy before anything is sent to SW.

Kay

To: Mitch Robinson/Corp/Enron@ENRON
cc: Kay Mann/Corp/Enron@Enron, Gavin
Gaul/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT@ENRON, Pete McCormick@ENRON, Ross
Newlin@ENRON, Chris Norris@ENRON

Subject: Re: Warranty Claims

Mitch, no problem here.  Pete/Chris, along with Ross will handle outstanding
warranty issues.  Pete,Chris please submit your warranty items to Ross, Ross
please work with Gavin to ensure that EE&CC's meshes with ours.

Thanks

Tom

To: Kay Mann/Corp/Enron@Enron
cc: Gavin Gaul/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pete McCormick, Ross
Newlin, Chris Norris, Tom Callaghan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject: Warranty Claims

Kay -

As part of the contract implementation, we need to authorize the plant
managers at Gleason and Wheatland to execute warranty issues with
Westinghouse.  I've taken a first stab.  Please review from a legal
perspective and change as necessary.  Note that there are 3 total contracts,
two for Gleason and one for Wheatland.

Gavin, please provide contact names and addresses to Kay for the Westinghouse
section.  Please also provide the contract numbers.

Pete & Chris, my intention is to empower you to be able to talk directly with
SW on warranty issues.  Obviously, the terms of the O&M contract and common
sense should dictate when you cut in the owner (me). Additionally, OEC's
internal procedures and methods will dictate when you cut in your chain of
command.  Performance test issues, MW limiter issues, etc will be coordinated
by Houston since they involve deeper commercial issues.

Thanks,

Mitch


Did you come in town this wk end..... My new number at our house is :
713-668-3712...... my cell # is 281-381-7332

the kid


Elizabeth, I'm going to forward to you and Richard a few emails recently
circulated by the joint defense group in which an overview of the Trust's
damage argument is outlined and ideas exchanged about it.  Knowing you're
buried with other matters, if there is any chance you could review
them/print them out & review and give me a call so that we can discuss, I'd
greatly appreciate it.    The description of what the defense group is
anticipating appears to be consistent with what the Trust told us in one of
our early conference calls about how it was calculating damages in our
case.  I'd like to know if you agree or if there are difference in what our
Master Agreement/confirmation letters damage provisions provide.  I would
also like to review the counterarguments that we've articulated in brief
before.

If you'd like to schedule a set time to talk over the next few days, that's
great; let me know what works for you.  Feel free to call me at any time
and we can discuss.

Thanks.
---------------------- Forwarded by Melanie Gray/HO/WGM/US on 01/30/2001
02:21 PM ---------------------------

"Greenswag, Douglas" <douglas.greenswag@leonard.com> on 01/30/2001 10:05:38
AM
cc:   "Beth Nelson" <beth.nelson@leonard.com>, "Catherine Horton-Morin"
      <catherine.hortonmorin@leonard.com>, "Catherine McEnroe"
      <catherine.mcenroe@leonard.com>, "Dan Oberdorfer"
      <dan.oberdorfer@leonard.com>, "Eric A. Henzy Esq. (E-mail)"
      <ehenzy@reidandriege.com>, "James Bertrand"
      <james.bertrand@leonard.com>, "Noah Hall" <noah.hall@leonard.com>
Subject:  PCA Litigation

 Leonard, Street and Deinard

Professional Association

 Douglas B. Greenswag
Phone:  (612) 335-1527
Douglas.Greenswag@leonard.com

Joint Defense Privileged Communication

January 30, 2001

Re:   PCA Litigation/Trustee's Damage Theory

Dear Counsel:

Having reviewed Tim's email and talking with him, I reiterate my view that
Tim has correctly determined how the A&K attorneys are going to stand up
and
claim that PCA's inability to perform is irrelevant.  While I maintain that
the argument leads to an absurd result (namely that PCA could
repudiate/breach the contracts and still collect damages), it may be that
we
need an expert to analyze the LD provisions of the contracts to aid us in
our response.

It would be interesting to know what our clients' think about this argument
or what Scott Jones thinks of it.  For example, can PCA claim that sellers
who appropriatedly demanded adequate assurance "failed" to schedule or
deliver power when they proposed to continue to schedule/deliver once
adequate assurance was posted.  Similarly, would a trading expert interpret
the LD provision relating to having a seller's performance "excused" by PCA
to be limited to situations where PCA and the seller were "booking out" or
PCA was otherwise making affirmative statements to the seller that delivery
was not expected?

Any thoughts?

Regards.

Douglas B. Greenswag, Esq.
Leonard, Street and Deinard
150 S. Fifth Street, Suite 2300
Minneapolis, MN 55402

Phone:  (612) 335-1527
Fax:      (612) 335-1657
Email:    Douglas.Greenswag@leonard.com
<mailto:Douglas.Greenswag@leonard.com>

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So I met him for dinner Thursday night.  Nothing was discussed until we were
about to leave and I couldn't hold my tongue any longer.  Turns out he was
married before and may have some issues (pretty big ones in my opinion - case
in point, he's been divorced three years and, by his own admission, has dated
quite a bit in the interim but nothing that has lasted longer than 2 mos. -
sounds like a pattern to me).

 We'll talk more later,
sscott5


Part 2 ...
----- Forwarded by Scott Bolton/Enron Communications on 06/30/00 11:51 AM
-----

	Scott Bolton
	06/28/00 03:54 PM

		 To: Scott Yeager/Enron Communications@Enron Communications
		 cc: Donald Lassere/Enron Communications@Enron Communications, Sue
Nord/HOU/EES@EES, Richard Shapiro/HOU/EES@EES, Stephen D
Burns/Corp/Enron@ENRON
		 Subject: EBS Regulatory Issues

Scott,

Cynthia Sandherr forwarded to me the email and presentation you sent her.
Many of the issues you raised we have been working on for some time, as well
as the Wasabi-related issues that were raised on our recent conference call.
I'd like to set up a time to in the next few days where Donald Lassere and I
can brief you on our political and regulatory strategy at both the state and
federal levels, as well as follow up with you on the issues raised on the
Wasabi call with the DC lawyer. We'd like to get your input, as well as
better describe the group Enron has put in place to support EBS.  Please let
me know your availability.

Best,

Scott

_______________

Scott Bolton
Director, Government and Regulatory Affairs
Enron Corp.
(503) 886-0360 office
(503) 807-2935 cell


Attached are our power point slides laying out the time line for FERC
action.  The estimated time frames for FERC action, even without a
settlement, are somewhat more positive than we discussed yesterday (e.g.,
FERC order on the merits after a technical conference by mid-February).
Also, the group is somewhat optimistic that the FERC order in November could
be an order on the merits, without additional proceedings such as a technical
conference or a hearing.  These optimistic time tables are based on the
assumption that Sierra will not take any action that will alienate or annoy
FERC, which could result in a slowdown in FERC's approval process.

Adam Wenner, Steve Angle, Sam Behrends, Joanne Rutkowski and I all discussed
the various time frames that are laid out in the slides, but they have not
seen the slides, so we would like to reserve the right to amend the slides
once everyone has a chance to review them.  Also, as we discussed yesterday,
we would like to be able to revise the slides, if necessary, tomorrow once we
get FERC's agenda for its November 8 meeting and we see what action FERC
takes in the California investigation on price spikes this past summer.

Please let me know if you have any questions or comments.

Sarah


Michael,

This looks fine. However, in the future it would probably be a good idea to have a quick legal review.

Wayne

*********************************************************
Wayne E. Gresham
Enron Wholesale Services
1400 Smith Street, Suite 3857
Houston, TX 77002
(713) 853-1485
(713) 646-4842 (FAX)
************************************
This email message is for the sole use of the intended recipient(s) and may contain confidential and/or privileged information.  Any review, use, disclosure or distribution by persons or entities other than the intended recipient(s) is prohibited.  If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message.

 -----Original Message-----
From: 	Taylor, Michael E
Sent:	Tuesday, October 09, 2001 8:54 AM
To:	Gresham, Wayne
Cc:	Salvagio, Juli
Subject:	marketing piece for emissions group

Wayne,

The Emissions group has made one-page brochure, and we have printed 2000 copies.  Juli Salvagio mentioned that I should show a copy to legal before we send it out.  I was unaware that legal should take a look at the document.

 << File: Design_six_rev.pdf >>

Sincerely,
Michael Taylor
Coal and Emissions Trading
Enron Global Markets
(713) 853-1885


I do now!! I'm a changed man, after this is all over, Jerry and I are going
to buy motorcycles and take a bike trip.  He has started shopping.  Wanna buy
93 acres in East Texas??


Dan -

I accept the terms of the confidentiality agreement, so please feel free to
execute so that we can see the Ormet financials.

With respect to the Master Firm Purchase/Sale Agreement, I realize that we
have yet to determine the final collateral threshold amount (hence the need
for Ormet's financials).  However, I would like to point out that Paragraph
4.3 has a typo with respect to the Customer's threshold.  The figure should
be "$1,500,000" but currently reads "1,5000,000" (with an extra zero).  Just
in case we should settle on a $1.5 MM threshold, we need to ensure that this
is corrected.

Thanks,

Jay Williams

Dan J Hyvl@ECT
12/12/2000 11:07 AM
To: Jason R Williams/NA/Enron@ENRON
cc: Craig Breslau/HOU/ECT@ECT

Subject: Ormet Documents

Please confirm that these changes are acceptable.
----- Forwarded by Dan J Hyvl/HOU/ECT on 12/12/2000 11:05 AM -----

	"Mike Cesario" <MCesario@ormet.com>
	12/12/2000 10:53 AM

		 To: <Craig.Breslau@enron.com>, <Dan.J.Hyvl@enron.com>
		 cc: "Mark Kleinginna" <MKleinginna.WheelingPO.Wheeling_Domain@ormet.com>,
"Tommy Temple" <TTemple.WheelingPO.Wheeling_Domain@ormet.com>
		 Subject: Ormet Documents

Attached is a marked-up draft of the Enron standard confidentiality
agreement.  Please review it and get back to me with your comments.

Additionally, I have attached a copy of the Firm Purchase/Sale Agreement that
makes Ormet's changes to the Guarantee Agreement on Exhibit D consistent on
the Exhibit C Guarantee Agreement.

Pending your comments on the Confidentialty Agreement, the only item
outstanding is the $1.5 million collateral threshhold.

I look forward to hearing from you as soon as possible.

Thanks,
Mike

 - Enron_CA.doc
 - Enron_Agreement.doc


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