----- Forwarded by Stuart Zisman/HOU/ECT on 11/30/2000 12:23 PM -----

	Stuart Zisman
	11/30/2000 12:06 PM
		 
		 To: Matthew F Gockerman/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Rhett 
Jackson/HOU/ECT@ECT, Roger Ondreko/HOU/ECT@ECT
		 cc: 
		 Subject: First Amended and Restated Limited Liability Company Agreement


Please review the attached and provide any comments that you might have.  My 
goal is to provide a comprehensive set of comments by 4:00 pm so that the doc 
can be quickly revised and sent to Coral.

Stuart----- Forwarded by Stuart Zisman/HOU/ECT on 11/30/2000 12:05 PM -----

	"Campbell, Carolyn" <CCampbell@KSLAW.com>
	11/30/2000 10:02 AM
		 
		 To: "'Stuart.Zisman@enron.com'" <Stuart.Zisman@enron.com>
		 cc: "Keffer, John" <JKeffer@KSLAW.com>
		 Subject: First Amended and Restated Limited Liability Company Agreement


 <<2R6K02!.DOC>>  <<2R6KRED.DOC>>

Stuart:

We have enclosed for your review the initial draft of the First Amended and
Restated Limited Liability Company Agreement of CA Energy Development I,
LLC.  Also enclosed is a redlined draft marked to reflect revisions from the
Power Generation Investco LLC transaction.

We anticipate forwarding to you shortly a draft of the proposed letter
agreement.  In the meantime, if you have any questions or comments regarding
the enclosed, or if we may be of any further assistance, please do not
hesitate to call.  Thank you.

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

Enclosures: 128540v2
  128540vR





                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.


 - 2R6K02!.DOC
 - 2R6KRED.DOC