Sara,

Attached are Welch's comments to the schedule and paragraph 13 proposed by
Enron.  I look forward to discussing the terms of these documents at your
earliest convenience.   The form of the Letter of Credit and the guaranty are
still under review by Welch's and MWE.

Thanks,


Devi S. Koya
McDermott, Will & Emery
227 West Monroe
Chicago, IL 60606
Ph: 312-984-2133
Fax: 312-984-7700


(See attached file: CHI99_3716524_1.DOC)

(See attached file: CHI99_3719227_1.DOC)


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 - CHI99_3716524_1.DOC
 - CHI99_3719227_1.DOC