Exhibit D is, it turns out, appropriately named Exhibit D.

__________________


Mitch -- Following our discussions,  attached for your review is a  
"Supplemental Agreement" (unchanged from what you had reviewed before) and a 
revised draft Attachment A thereto.   Please forward to Frank Hilton, etc. 
for review so that we may now  complete the EEI master.  

I have reviewed the revised final EEI cover sheet (attached below) e-mailed 
to me by you earlier today  and confirm that the CAISO definition has been 
substituted appropriately.  Also attached below is a sample copy of the 
Exhibit B (56 pages, and apparently labelled Exhibit D, to be rectified 
later), contemplated by the Cover Sheet for incorporation of prior 
transactions, identifying open trades as of next Monday December 11th.   

 I look forward to hearing from you.  Best regards, David



  



 - EEI AEP-Enron 12-00.DOC