-----Original Message-----
From:  "Bailey, Donna" <dbailey@balch.com>@ENRON 
[mailto:IMCEANOTES-+22Bailey+2C+20Donna+22+20+3Cdbailey+40balch+2Ecom+3E+40ENR
ON@ENRON.com] 
Sent: Tuesday, May 29, 2001 5:10 PM
To: Demoes, Phil; dan.hyvl@enron.com
Cc: Alan M. Kilpatrick
Subject: FORM: BILATERAL CONFIDENTIALITY AGREEMENT

 <<FFG901_.doc>>
Per the request of Alan Kilpatrick, I am forwarding to you Southern's
comments on your proposed confidentiality agreement.  As you can see,
they are almost entirely editorial and relate to the inclusion of
seemingly duplicative provisions.  The one substantive point is that we
do not agree to venue provisions, although we will agree in this case to
Texas choice of law.

Please let us know if these changes are acceptable in advance of the
Thursday meeting.
 - FFG901_.doc