----- Forwarded by Elizabeth Sager/HOU/ECT on 12/28/2000 10:57 AM -----

	"Patricia Keogh" <Patricia.Keogh@cwt.com>
	12/28/2000 10:48 AM
		 
		 To: elizabeth.sager@enron.com, vsharp@enron.com
		 cc: "David Mitchell" <David.Mitchell@cwt.com>, "Rick Antonoff" 
<Rick.Antonoff@cwt.com>
		 Subject: Revised Memo


From Rick Antonoff:

Following our telephone conversations on Sunday and Tuesday, please find
attached our revised preliminary draft memorandum addressing the bankruptcy
issues that we have been discussing, and incorporating the additional facts
raised during our telephone conferences this week.  Based on our
discussions and the revisions made to the draft Settlement Agreement this
week, our draft memorandum is now based upon the Avista transaction.

Attached are clean and redline versions of the revised draft.  The redline
is marked to show changes from the draft we circulated on December 22,
2000.

We look forward to receiving your thoughts and comments after you have an
opportunity to review the memorandum.

Regards.


(See attached file: #128814 vred - enron--memo.rtf)


(See attached file: #531492 v1 -  Revised Enron Memo.doc)
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==============================================================================

 - #128814 vred - enron--memo.rtf
 - #531492 v1 -  Revised Enron Memo.doc