Ms. Tebbens:

Attached for your review is a draft of a First Amendment to ISDA Master Agreement between Virginia Power Energy Marketing, Inc. and Enron North America Corp.  If the attached document is acceptable, please let me know and I will prepare execution copies.  Thank you for your assistance and, please do not hesitate to contact us with any questions or comments.

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com