<<2R6LRED.DOC>>  <<2RM3RED.DOC>>  <<2RLSRED.DOC>>  <<2R6KRED.DOC>>

We have enclosed the following documents for your review:

 1. Revised draft dated 12-11-2000 of the Letter Agreement for
CA Energy Development I, LLC, marked to reflect revisions from the draft
circulated by King & Spalding on 12-09-2000;

 2. Revised draft dated 12-11-2000 of the Letter Agreement for
CA Energy Development II, LLC, marked to reflect revisions from the draft
circulated by King & Spalding on 12-09-2000;

 3. Revised draft dated 12-11-2000 of the Letter Agreement for
CA Energy Development II, LLC pertaining to the transformer, marked to
reflect revisions from the draft circulated by King & Spalding on
12-09-2000; and

 4. Revised draft dated 12-11-2000 of the Liability Company
Agreement of CA Energy Development I, LLC, marked to reflect revisions from
the draft circulated by King & Spalding on 12-09-2000.

We still need confirmation of the name of the last director for the LLC and
the date for exercising the call/put option in Section 6.2 of the LLC
Agreement.  Please advise at your earliest convenience.  Thank you.

Carolyn M. Campbell
King &  Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>


Enclosures: 128541vR13/12
  129099v4/3
  129088v5/4
  128540v9/8





                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.


 - 2R6LRED.DOC
 - 2RM3RED.DOC
 - 2RLSRED.DOC
 - 2R6KRED.DOC