<<2SX803!.DOC>>  <<2T2902!.DOC>>  <<2T2B02!.DOC>>  <<2SX8RED.DOC>>
<<2T29RED.DOC>>  <<2T2BRED.DOC>>

We have enclosed clean and blacklined copies (marked to reflect revisions
from the drafts circulated 01/04/2001) of the following documents:

1.  Amendment No. 1 to Letter Agreement for CA Energy Development I;
2.  Amendment No. 1 to Letter Agreement for CA Energy Development II -
Turbine; and
3.  Amendment No. 1 to Letter Agreement for CA Energy Development II -
Transformer.

The clean copies are ready for execution.  If the enclosed documents are
acceptable, please secure execution of four originals in order that we may
coordinate an exchange of fully executed counterparts.  In addition, we
should simultaneously exchange fully executed counterparts of the escrow
agreements and the fee schedule letter.  If you have any questions or
comments. please advise at your earliest convenience.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 130796v3
  130977v2
  130979v2
  130796vR3/2
  130977vR2/1
  130979vR2/1




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 - 2SX803!.DOC
 - 2T2902!.DOC
 - 2T2B02!.DOC
 - 2SX8RED.DOC
 - 2T29RED.DOC
 - 2T2BRED.DOC