Scott and Bruce:
I understand from talking to Jane this morning that we will be able to work 
with you as our counsel on the above transaction that we are working with ACE 
on.  My understanding from our commercial people is that we should be getting 
a redraft of the insurance policy sometime today with ACE which we will need 
your help in reviewing.  Leslie Hansen and I will be working on this from the 
legal end, with Leslie's focus being on the "power" issues and mine on the 
"derivative" issues.  As I mentioned to Scott last week, we will alos need 
your help in making sure that the derivative taht we draft is not construed 
to be insurance.  A draft of the confirmation taht we anticipate using will 
be sent out later this week.

In terms of timing, our goal is to be on-line by June 15th which will require 
us to try to get all documentation finalized as soon as possible.  I will 
keep you posted on any updates to our schedule.  Please feel free to call me 
or Leslie (713-853-6121) with any questions.  If there are others that we 
need to add to our distribution, please let me know.

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


Gaurav:
Could you please add Bruce Wright to the Distribution List.  His number is 
212-424-8620.  Please circulate to the Enron group, Bruce and Scott a 
Distribution List with the information for the Enron people that are 
involved.  Thanks.