As you all know, we are in the process of developing the necessary materials for the TW and NNG credit rating reviews with the Rating Agencies.  Since everyone has been severely impacted by the drop in the TW and NNG credit ratings, it is absolutely critical that we quickly pull together a very comprehensive package that describes TW / NNG's financial position, regulatory environment, competitive position, and operations.  This will require input from all of you.  Before we all get away for the holidays, I would like to schedule a 1 hour meeting either tomorrow afternoon or Friday to discuss (i) materials needed, (ii) process, and (iii) timing.  The importance of returning to an investment grade level during 2002 will be a very long and difficult process.  The sooner we get started, the better chance we have.

My assistant Terri Bachand (x36528) will coordinate the meeting.

Thanks,

Kevin