Thanks, Sara.  No problem making the changes.

>>> <Sara.Shackleton@enron.com> 04/12/01 01:56PM >>>

Dick:

Attached are my comments to the certificates.  We will need to attach the
form of confirmation to be certain that each particular transaction is
authorized.  Let me know if you have any questions.  Thanks.

(See attached file: EWEBISDA Confirm RepresentationsR1.doc)

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Dick D VARNER"
                    <Dick.Varner@EWEB.Eug        To:     
<sara.shackleton@enron.com>
                    ene.OR.US>                   cc:     
<Holli.Krebs@enron.com>, "Bert I DUNN"
                                                 <Bert.Dunn@EWEB.Eugene.OR.US>
                    04/12/2001 11:09 AM          Subject:     Representations 
for ISDA Transaction






Attached are drafts of two certificates which I believe will satisfy you
needs.  Please get back to me with any comments.

(See attached file: ISDA Confirm Representations)