Michael,

 Attached are our re-drafts of the financial products (collar,
participating swap and swap) that we are contemplating. Note that with
regard to the collar, the Notional Quantity was not put in the chart of the
call and put prices as we discussed, as it was too cumbersome to do so.  It
was set out as a separate line item.  We also provided for copies of certain
notices to be sent notices to be sent to the Con Edison General Counsel.
The draft confirms for the participating swap and the swap also use similar
provisions for Notional Quantity and provide for copies of such notices to
be sent to the Con Edison General Counsel.

>    <<ENA-CE Collar Confirm (4-24PM).doc>>
> <<ENA-CE Partic Swap Confirm (4-24PM).doc>>    <<ENA-CE Swap
> Confirm (4-24PM).doc>>
>
Thank you and have a great day!
Michael






 - ENA-CE Collar Confirm (4-24PM).doc
 - ENA-CE Partic Swap Confirm (4-24PM).doc
 - ENA-CE Swap Confirm (4-24PM).doc