Mr. Davis:
Susan Flynn passed on to me your comments to the ISDA draft.  Please call me 
when you are ready to discuss.  With respect to the Guaranty amendment that 
we had requested, it is just meant to clarify in the termination section that 
if the Guaranty is terminated then the Guarantor is still responsible for all 
of the Counterparty's obligations with respect to any transactions that were 
entered into prior to the termination date, even if such obligations are 
incurred after the termination date.  I do not feel that the termination 
language, as currently written in both the WPS and Enron Guarantys clearly 
reflects this concept as the language as currently written states that the 
Guaranty "is revocable only with respect to liabilities occurring on or after 
the termination date."    I look forward to hearing from you.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com