Susan:  Please hold for EWEB redraft.  SS
----- Forwarded by Sara Shackleton/HOU/ECT on 12/05/2000 09:55 AM -----

	Edward Sacks@ENRON
	12/04/2000 06:03 PM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: Tracy Ngo/PDX/ECT@ECT
		 Subject: EWEB - ISDA modification

Please make the following changes in bold:


&Material Adverse Change8 means (a) with respect to Party A, its Credit 
Support Provider,s Credit Rating is below &BBB-8 by S&P or its Credit Support 
Provider fails to have a Credit Rating from S&P; or (b) with respect to Party 
B, it shall have any of the following occur at any time:  (i) its Credit 
Rating is below &BBB-8 by S&P or it fails to have a Credit Rating from S&P; 
or (ii) Net Worth of the Electric System falls below U.S. $115,000,000.

Previously we had proposed a Net Worth minimum based on the consolidated 
balance sheet of Eugene Water & Electric Board; however, since EWEB is really 
made up of two seperate enterprise funds, we need to be more specific and 
name the Electric System as the entity which we are measuring performance.
 
Comments or questions, please reply.

Ed Sacks