Jeff:
Just a few comments:

1. In the definition of termination Event, I think that the words "due to" 
need to be put after the word "means" in the first line.

2. In Section 3.4(a), I noticed that the bracketed langugae "as it relates to 
the Assigned Interest" has now been deleted.  Pursuant to my earlier comment 
on this, what this maens to me is that with respect to the Fixed Payment 
piece of this, we can never terminate the swap based on something that 
happens to Pelican .  Is that the way it is supposed to work?  If so, plaese 
explain why.

3. With respect to the lnagugae in Section 3.6(a), instead of saying in the 
first sentence of such Section "the amount determined..." shouldn't it say 
"the fair market value of Party A's remaining payment obligations under the 
Transaction".  Section 2(x) of the confirm just refers to Disputed Matters 
and it is not claer to me what is in dispute when an Event of Default or 
Termination Event occurs and what amount Party A has to pay when these events 
occur.  What is the priocedure for coming up with this amount?  Does each 
party calculate it and then send it to the experts or do the experts just 
determine it? 

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