Gentlemen -

Attached you will find updated versions of the BETA and FA .  These documents 
incorporate all of the prior changes we discussed and reflect some of the 
final points we discussed yesterday.  As there were many items discussed, but 
only a very few requiring insertion into the BETA and FA, I hope that I 
covered them all.

I have also attached clean versions of these agreements.  If the documents 
meet with your approval, please have two originals of each document printed 
for signature by an authorized officer of APB, being sure to attach the final 
form of the Exhibit A to each original of the FA.  Once each document is 
signed and dated (and the Password is completed in the FA), please fax a copy 
of each agreement to Bob at 713-646-2126.  Enron will countersign the faxed 
copy and forward a copy to your attention via fax.  The originals should also 
be forwarded to Bob so that they can be physically countersigned by Enron.  

Please let me know if there is anything further that either of you should 
need.

Thanks for the continued cooperation on this matter.


         




            



Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com