Sara and Jason:  The changes you last sent with regard to this matter
were all acceptable to FPL and we agree the documents are in final form,
except, however, for the Enron guaranty.  I have enclosed clean and
marked copies of the guaranty with those revisions we would request and
I would hope that none of them would be controversial.  In the hope that
the enclosures might upon your approval of the revised guaranty be a
"final" set, I have also enclosed a clean copy of the ISDA Schedule in
the form agreed upon (I have not enclosed a marked copy as the only new
changes are in the guaranty attached as Exhibit A thereto).  Please
advise.  -Serge

Serge G. Martin
smartin@steelhector.com
Steel Hector & Davis LLP
200 South Biscayne Blvd.
Miami, Florida 33131-2398
(305) 577-7097 phone
(305) 577-7001 fax

 - 625145_4.DOC
 - 570710_6.DOC
 - 625206_1.DOC