----- Forwarded by Mark E Haedicke/HOU/ECT on 09/25/2000 11:23 AM -----

	David W Delainey
	09/22/2000 06:32 PM
		 
		 To: Janet R Dietrich/HOU/ECT@ECT, Ozzie Pagan/HOU/ECT@ECT, Heather 
Kroll/HOU/ECT@ECT, Charles Vetters/HOU/ECT@ECT, Jeffery Ader/HOU/ECT@ECT
		 cc: Cliff Baxter/HOU/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT, Jeff 
Donahue/HOU/ECT@ECT, Greg Whalley/HOU/ECT@ECT, Steven J Kean/NA/Enron@Enron
		 Subject: FCEL

Guys, I have spoken to Cliff and Mark and we are comfortable moving forward 
under the structure we have discussed.

 FCEL: - $5MM in equity and 1.3MM warrants from corporate treasury stock that 
vest based upon 60MW of orders;
  - discussion with FCEL in which we disclose ALL infromation we have about 
the potential Conn. deal - I will require that myself and Mark be on   that 
call;
  - the transaction is fully press released immediately.

 CRRA: - subject to final due diligence on the development risks, we provide 
the management and wrap for CRRA on the potential fuel cell development   
opportunity that consists of between 25 and 50 MW;
  - any appropriation of funds from the government will require DPUC hearing 
at which we will fully disclose in a factual manner our interest in    FCEL.

I will require that Mark Haedicke manage this process and sign off on all 
press releases, term sheets, disclosure discussions, contracts and regulatory 
filings.  I believe that we have this managed appropriately as long as we 
manage the process as per the script and in a factual manner.

Thanks
Delainey