Dennis:

You have attached a form of confirmation for a very specialized derivative 
transaction, namely, a CREDIT derivative.  The transaction that Enron and So. 
Cal. would be executing would be a COMMODITY derivative (that commodity being 
power).  The confirmation format is similar.  I will send you an example 
later.  Sara



	Dennis De Cuir <dennis@ddecuir.com>
	11/28/2000 08:19 PM
		 
		 To: Sara Shackleton <sara.shackleton@enron.com>
		 cc: Dave Kolk <dkolk@compenergy.com>
		 Subject: CFD Confirmation


Sara,

    Is the attachment the form of confirmation that would be employed for a
Enron/SCWC "contract for differences" transaction? I pulled it from the ISDA
website you mentioned. For Dave's benefit, the site is www.isda.org. Sara,
Dave advises SCWC on energy matters.

-- Dennis

Dennis W. De Cuir
A Law Corporation
2999 Douglas Boulevard, Suite 325
Roseville, California 95661

(916) 788-1022 Telephone
(916) 788-1023 Facsimile
dennis@ddecuir.com Email

This is a privileged and confidential communication.


 - shortconf_matrix.pdf