<<Enron letter agreement draft_5.doc>>


 Mark & Gerald...

 Per our conference call of earlier today attached for your review is
an updated letter agreement which includes the regulatory uncertainty
language discussed as well as filled in blanks which were previously left
vacant.

 Gerald...If I understood you correctly during the conference call
you inquired about Gulf's contract for electric service.  If this doesn't
fulfill your request please let me know...please refer you to a fax I sent
you dated 12/13/00 which included:
1) Contract for Electric Service
2) Rate Schedule


TSA




 - Enron letter agreement draft_5.doc