Jason:
I thought that your drfat letter of intent looked fine.  Just a few 
commments.  In section 6 - Conditions, could you put something in there 
similar to the "Approvals" section in the November 10th letter since possibly 
HSR and FERC approval may be needed?  Alos, in Attachment A, in Section 3 
could you sya something to the effect that if tthere is no master in place 
with Enron and a particular counterparty then Enron needs to be satisfied 
with the terms of the master that is in place between Mrechant and such 
counterparty.

I thought that the Assignment Agreement was very weak and that we need 
something more than that.  Withg respect to the consent, the concept of the 
assigned transaction be goverened by our Master needs to be in there.   
Enclosed is the template that we have used in the Columbia deal.  

Call me if you have any questions.  The only time that I won't be reachable 
today is from 11:30-2.

Carol