Please provide your comments asap
----- Forwarded by Richard B Sanders/HOU/ECT on 10/06/2000 09:11 AM -----

	"Fergus, Gary S." <GFergus@brobeck.com>
	10/05/2000 09:33 PM
		 
		 To: "'Richard.B.Sanders@enron.com'" <Richard.B.Sanders@enron.com>, 
"'msmith1@enron.com'" <msmith1@enron.com>, "'David_Aamodt@pgn.com'" 
<David_Aamodt@pgn.com>, "MBD" <MDay@GMSSR.com>
		 cc: 
		 Subject: Revised Draft Proposal to CPUC


PRIVILEGED AND CONFIDENTIAL
ATTORNEY CLIENT PRIVILEGE


DRAFT DRAFT DRAFT




Harvey Morris Esq.
California Public Utilities Commission
505 Public Utilities Commission
San Francisco, California   94102

  Re:   I.00-08-002  Subpoenas Served on Enron Power
Marketing, Inc. ("EPMI"), Enron Energy Services Inc. ("EES"), Enron Energy
Marketing Corporation ("EEMC"), Enron Energy Services Operations Inc. (EESO)
and Portland General Electric Corporation ("Portland General")(collectively
sometimes referred to as the "Enron Entities")

Harvey,

 Here are our proposals with respect to the Enron Entities'
production of documents pursuant to the above described subpoenas issued by
the California Public Utility Commission (hereinafter "the Commission").
The Enron Entities are willing to assist the Commission in undertaking its
investigation into the problems in the California electric markets by
producing a limited quantity of specified information on a timely basis.  We
believe that the limited production we propose will enable the Commission to
commence its investigation much sooner than if the parties were forced to
litigate all of the potential objections to the requests for production,
which are, by any standard, extremely broad and could involve millions of
pages of documents.  We make these proposals pursuant to our email exchange
of October 3, 2000 with the understanding that the Commission agrees that by
cooperating, offering to produce or producing documents, the Enron Entities
have not waived any objections or challenges to these subpoenas whatsoever
and that any claims, defenses, objections, jurisdictional or otherwise or
other responses have been specifically reserved and can be raised in the
future, if necessary.   For all of these proposals, we exclude documents
that are protected from disclosure by the attorney client and attorney work
product privileges.

 [SUBJECT TO VERIFICATION:  Generally speaking, the documents and
information that the Commission seeks can be found, if they exist, within
EPMI, EES and Portland General.  To the extent that EEMC or EESO are
relevant to the Commission's investigation, any documents would be located
within EES.  Thus, we do not anticipate specific document productions from
either EEMC or EESO.]

GENERAL DOCUMENTS
Requests 1 through 4

 The Enron Entities have been very dynamic organizations having
acquired, sold, divested, joint ventured, spun off and otherwise reorganized
themselves extensively during the past two years.  The burden and expense on
Enron to locate, and produce every corporate organizational chart anywhere
in its organization since April 1, 1998 is significant.   The Enron entities
will provide the Commission with exemplars of its current organizational
charts, telephone directories and so called "family trees" to show its
current organization.  To the extent that Enron can readily identify and
locate exemplars of significant organizational charts, telephone directories
or so called "family trees" for earlier periods it will also make those
available.  One Enron Entity, Portland General, has published books on its
corporate history.  If a list of those books would be helpful, we can
provide it.  With respect to the other entities, to the extent that
corporate histories can be found, they will be produced.  We anticipate
producing these documents in the first wave on October 13, 2000.

Requests 5 and 6

 The Enron Entities propose that their responses to Requests 1-4 will
identify their relationship to affiliated companies and the Transaction
Documents will identify its customers and suppliers.

FINANCIAL DOCUMENTS
Requests 7 through 11

 The Enron Entities will produce their public filings for the period
requested with respect to financial data.  EPMI, EES, and Portland General
will provide to the Commission electronic Transaction Documents for the
purchase and sale of energy delivered which includes economic data.   It is
intended that this economic data will provide the Commission with financial
information regarding the Enron Entities which will be useful to its
investigation.   We anticipate producing public filings regarding financial
data on October 13, 2000 and the electronic Transaction Documents in the
second wave of document productions.

GENERATING DOCUMENTS
Requests 12, 14 and 18

 For the Enron Entities other than Portland General, the generation
facilities are limited in number and there will probably be limited
documents available.  The Enron Entities to the extent they act as a
scheduling coordinator or possessed the right to use or resell generation
output, do not have the specific documents that pertain to each generation
unit requested.  The Enron Entities, other than Portland General, do have
documents and information for Enron Wind, Saguaro and Las Vegas
Cogeneration.  We propose to produce these documents in the second wave of
document productions.

  For Portland General, the production of the requested documents
would involve a tremendous volume of documents, as Portland General owned
twenty generating facilities of a variety of types and sizes during 2000.
Portland General is a net importer of energy and can only generate about one
half of its total energy demand.  As a result, we question whether the
effort required of Portland General is warranted as its impact on the
California wholesale market is necessarily limited.  In addition, those
transactions which do involve Portland General sales into California are
limited to sales to the ISO and PX, and long term contracts with two small
California municipal utilities.  Thus, the Commission will receive the
essential transactional information regarding these sales from the ISO and
PX.  Nevertheless, Portland General proposes to provide for year 2000
electronic Transaction Documents in summary form similar to the data being
provided by other Enron Entities, to the extent relevant.  [We propose that
the Commission defer requesting production of other information until it has
reviewed the information of generators who sell a significant proportion of
their energy into the California market.  At that time a more accurate
assessment can be made of whether this enormous effort will be valuable
given the limited impact of Portland General generation on the California
wholesale market.]

[Alternate ending to paragraph:   We propose for the voluminous Portland
General generating cost and maintenance data, that these documents be made
available in Portland for inspection from a representative sampling of
facilities.  If there are specific documents that the Commission would like
copied from that production, we can discuss the arrangements for producing
these documents.  We propose to make these documents available in Portland
in a third wave of document productions]

TRANSACTION DOCUMENTS
Requests 13, 15, 16, 17 and 19

 We understand that the Commission will be obtaining trading data for
the purchase and sale of energy delivered in California from the ISO and PX.
EPMI can provide the Commission several different sets of transaction data
for year 2000 (in California and outside of California and Real Time) for
the purchase and sale of energy delivered with the date, counterparty,
quantity, delivery point, hours, price, and whether it is a purchase or a
sale.   Because of the speed with which you want this information, it is
possible that some entries will be incomplete or inaccurate.  For those
transactions where EPMI served only as the scheduling coordinator, we
understand that the ISO will show part of the transaction, but there will
not be a corresponding transaction in the EPMI data we can provide quickly.
The reason is that this type of transaction is passed through to EPMI's
customer on an accounting system rather than as part of the trading
business.  EES is a retail provider of electricity, and plays a far more
limited role in the wholesale markets which are the subject of the
Commission investigation.  However, EES can also provide similar electronic
Transaction Data with the proviso that it will not include the specific
names of its retail customers but instead will provide a blind customer
number.  This additional restriction is important to EES because many of
EES's customers have agreements whereby they must be notified of any
subpoena and provided an opportunity to object.  EES cannot meet your time
frame to release information and give its customers the notice they require.
Given that EES was a retail provider and the fact that the identity of
retail customers is of little or no relevance to the functioning of the
wholesale market, we do not believe protecting the identity of retail
customers is an unreasonable limitation or narrowing of the request.  We
anticipate producing the transaction data in the second wave of document
productions.

FERC DOCUMENTS

Request 20

 The Enron Entities will produce the requests for data they received
from FERC and to the extent that FERC has been given responses, copies of
those responses.  We anticipate producing the FERC documents on October 13,
2000.


 Based upon discussions that we have had with the various Enron
Entities, we believe that we could make a second wave of productions on
Friday October 27, 2000.  It is possible that not all Enron Entities could
make that date but we believe the bulk of the data could be available for
production by then.

 We propose to make these productions with the understanding that if
any entity obtains a more stringent protective order than the one currently
in place, that all of the Enron Entities document productions will be
protected by the most stringent protective order.  In addition, if, at the
request of any party or nonparty to this proceeding, the Commission or a
court of competent jurisdiction orders that the requests for production be
limited, reduced or eliminated, the Enron Entities reserve the right to
limit the production of documents in conformance with such order.

 We understand that you will consider these proposals and let us know
if they are acceptable to the Commission.  If you have any questions or
comments about our proposal, please do not hesitate to contact Michael Day
or myself.

Brobeck Phleger & Harrison LLP

Gary Fergus




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