Bill,  I am forwarding an agreement I have discussed with Susan Clark last 
week.  She suggested I forward this to you.  The attached agreement addresses 
the power line facilities for Enron Compression Services Company's electric 
motor drivers in Florida.  The agreement has been highly negotiated to this 
point, but I wanted to get your general view of the structure prior to 
executing this with Gulf.  We are trying to execute quickly.  Susan could 
give you more context on our situation with Gulf.  Please call me if you have 
any questions (713) 853-3512.