Yair:

Please give me a call.  We need to execute the agreement this week.  We do 
not want to restrict trading.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 05/21/2001 08:43 AM -----

	Sara Shackleton
	05/17/2001 03:11 PM
		 
		 To: yyaish@exchange.ml.com
		 cc: jlimone@exchange.ml.com, Tracy Ngo/Enron@EnronXGate, Brent 
Hendry/NA/Enron@Enron
		 Subject: ISDA Master Agreement between Enron North America Corp. ("ENA") and 
Allegheny Energy Supply Company, LLC ("AESC")

Yair:

Tracy and Tom Moore have come to an understanding regarding the "Transfer" 
language for the ISDA Schedule and have agreed that AESC will propse language 
for ENA to review.  We ask that you blackline that language in a final 
blacklined document for us to review.

We need to execute the ISDA Master Agreement (the "ISDA") now.  I understand 
that Joe Limone and Brent Hendry have been discussing contingent call options 
and related documentation.  ENA would like to incorporate these potential 
trades and other transactions under the new ISDA 

If you prefer, ENA would be glad to take over the drafting of the ISDA.  
Please let me hear from you.




Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com