----- Forwarded by Sara Shackleton/HOU/ECT on 09/28/2000 09:20 AM -----

	Sara Shackleton
	09/26/2000 09:53 AM
		 
		 To: Tiffany Williams/NA/Enron
		 cc: Rodney Malcolm/HOU/ECT@ECT, Tanya Rohauer/HOU/ECT@ECT
		 Subject: Confirmation Language for Citibank confirmations

Tiffany:  Per my voice mail, please insert the following language into the 
confirms you are preparing for the Citibank transactions:

FOR THE CITIBANK/GARDEN STATE CONFIRMS:

Optional Termination: Either party may, upon sixty (60) days written notice 
to the other party, terminate this Transaction by designating to such other
                                                party the termination date 
for this Transaction.  In the event a party exercises its right of optional 
termination hereunder, the
                                                provisions of Section 
6(e)(ii)(2)(B) shall apply to this Transaction for purposes of establishing a 
settlement amount.


FOR THE CITIBANK/ENA CONFIRMS:

Optional Termination:  Either party may, upon sixty (60) days written notice 
to the other party, terminate this Transaction by designating to such other
                                                party the termination date 
for this Transaction.  In the event a party exercises its right of optional 
termination hereunder, the
                                                provisions of Section 
6(e)(ii)(2)(B) shall apply to this Transaction for purposes of establishing a 
settlement amount.

   The foregoing provision for optional termination of this Transaction shall 
not be cause for Early Termination under the 
                                                Agreement, and provides for 
termination of only this Transaction.



Tanya and Rodney:  attached is the side letter