Your changes look fine to me.

>>> "Campbell, Carolyn" <CCampbell@KSLAW.com> 01/11/01 03:26PM >>>
 <<2R6KRED.DOC>>  <<2RSWRED.DOC>>

Kay and George:

We have enclosed revised drafts of the First Amended and Restated
Limited
Liability Company Agreements for each of CA Energy Development I LLC
and CA
Energy Development II LLC, marked to reflect revisions from the forms
initialed for identification by the parties on December 27, 2000.  The
only
revisions are in Section 3.2 (to reflect that SEL is a limited
partnership
rather than a limited liability company) and in the signature block for
SEL
(in light of the fact that SEL now has its own slate of officers to
sign).
Please advise of any further comments.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7303 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 128540vR14/13
  129344vR5/4




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 - 2R6KRED_2.DOC
 - 2RSWRED.DOC