<<X16522.DOC>>

Here is the latest draft of the ACR comments.  I have incorporated Rick
Counihan's comments and tried to fill in the discussion along the lines of
our most recent conference call.  As you can see we still need to fill in
some quotes and citations, and I will add more discussion around the quotes
we have included in the "outside comment" portion of the draft to give them
more context.

In that regard, I would appreciate any other suggestions or research anyone
had in terms of additional quotes or writings commenting on the California
restructuring that we can use.  Please forward to me as soon as possible.
As this must be filed on Friday and we will be in an all day ARM meeting
that day, I need to finalize the comments Thursday morning.  Please forward
your comments on this draft no later than the close of business
tomorrow-Wednesday.  Thanks very much for your cooperation.

Let me add (without any false humility, because this was drafted in large
part by Jeanne and by Rick) that I think the comments are looking good, and
can serve as the concise manifesto of our position in the case that we hoped
it would be.  Obviously, we want to make it as strong and persuasive as
possible, so we appreciate any time you can put into offering suggestions
for improvement.

Thanks.  Mike Day

 - X16522.DOC