Emily, please print this up for me with attachment.  I'll stop by later to 
pick it up.  Thanks.  DF 
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 03/14/2000 
07:22 AM ---------------------------
   
	
	
	From:  John Goodpasture                           03/13/2000 03:45 PM
	

To: Bill Cordes/ET&S/Enron@ENRON, Rod Hayslett/FGT/Enron@ENRON, Drew 
Fossum/ET&S/Enron@ENRON, Dave Neubauer/ET&S/Enron@ENRON, Rockey 
Storie/ET&S/Enron@ENRON, Mary Kay Miller/ET&S/Enron@ENRON, Kent 
Miller/ET&S/Enron@ENRON, Lou Potempa/Corp/Enron@ENRON, Dwight 
Larson/Corp/Enron@ENRON, Michael Moran/ET&S/Enron@ENRON, Sarabeth 
Smith/ET&S/Enron@ENRON, Michael Ratner/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Timothy J Detmering/HOU/ECT@ECT, Brian Redmond/HOU/ECT@ECT 

Subject: Project EWE ll - possible joint bid

It it becomes desirable to structure the Reliant deal off balance sheet, we 
would most likely need a partner, either an industry participant or a 
financial entity.  Some potential industry partners might include Nisource, 
Utilicorp, or Oneok.  (are there others?)  

According to the press, Nisource will need to pay down debt following the 
Columbia merger.  However they have a continuing strategic appetite for LDC 
assets.  They are/will be a registered Utility Holding Company, so obviously 
PUHCA poses no concern for them.  

Here is a possible structure for an Enron/Nisource JV purchase of the Reliant 
package.  Other Nisource and /or Columbia assets could be added to the 
transaction to generate net excess cash for Nisource (presumeably only if ENE 
had a strategic interest in the added assets).

Comments please.

JNG