----- Forwarded by Richard B Sanders/HOU/ECT on 10/06/2000 01:37 PM -----

	"Fergus, Gary S." <GFergus@brobeck.com>
	10/06/2000 01:02 PM
		 
		 To: "'Richard.B.Sanders@enron.com'" <Richard.B.Sanders@enron.com>, 
"'msmith1@enron.com'" <msmith1@enron.com>, "'David_Aamodt@pgn.com'" 
<David_Aamodt@pgn.com>, "'MBD'" <MDay@GMSSR.com>
		 cc: 
		 Subject: Further Revised Draft


PRIVILEGED AND CONFIDENTIAL
ATTORNEY CLIENT PRIVILEGE


DRAFT DRAFT DRAFT




Harvey Morris Esq.
California Public Utilities Commission
505 Public Utilities Commission
San Francisco, California   94102

  Re:   I.00-08-002  Subpoenas Served on Enron Power
Marketing, Inc. ("EPMI"), Enron Energy Services Operations Inc. and Enron
Energy Services Inc. (collectively referred to as "EES"), Enron Energy
Marketing Corporation ("EEMC"), and Portland General Electric Corporation
("Portland General")(collectively sometimes referred to as the "Enron
Entities")

Harvey,

 Here are our proposals with respect to the Enron Entities'
production of documents pursuant to the above described subpoenas issued by
the California Public Utility Commission (hereinafter "the Commission").
The Enron Entities are willing to assist the Commission in undertaking its
investigation into the problems in the California electric markets by
producing the information specified on a timely basis.  We believe that the
limited production we propose will enable the Commission to commence its
investigation much sooner than if the parties were forced to litigate all of
the potential objections to the requests for production, which are, by any
standard, extremely broad and could involve millions of pages of documents.
We make these proposals pursuant to our email exchange of October 3, 2000
with the understanding that the Commission agrees that by cooperating,
offering to produce or producing documents, the Enron Entities have not
waived any objections or challenges to these subpoenas whatsoever and that
any claims, defenses, objections, jurisdictional or otherwise or other
responses have been specifically reserved and can be raised in the future,
if necessary.   For all of these proposals, we exclude documents that are
protected from disclosure by the attorney client and attorney work product
privileges.

 Generally speaking, the Enron Entities propose to produce documents
for year 2000 as noted below.  We also understand that the Commission will
be obtaining documents from the ISO and PX and we will not attempt here to
duplicate documents that we understand will be produced by those entities.
As you will see in the general documents that are offered here for
production, Enron Energy Services Operations, Inc. is the parent of Enron
Energy Services, Inc. and does not have operating authority or engage in
wholesale or retail purchases or sales of energy.  Thus, the documents
offered here with respect to those two entities originates with Enron Energy
Services, Inc. but we have designated them both as EES.  We also do not
propose to offer duplicative documents as between the Enron Entities.

GENERAL DOCUMENTS
Requests 1 through 4

 Because of the dynamic nature of the Enron Entities' businesses, the
burden and expense on them to locate, and produce every corporate
organizational chart anywhere in their organizations since April 1, 1998 is
significant.   The Enron Entities will provide the Commission with exemplars
of their current organizational charts, telephone directories and so called
"family trees" to show its current organization.  To the extent that the
Enron Entities can readily identify and locate exemplars of significant
organizational charts, telephone directories or so called "family trees" for
earlier periods they will also make those available.  One Enron Entity,
Portland General, has published books on its corporate history.  If a list
of those books would be helpful, we can provide it.  With respect to the
other Enron Entities, to the extent that corporate histories can be found,
they will be produced.  We anticipate producing these documents in the first
wave on October 13, 2000.

Requests 5 and 6

 The Enron Entities propose that their responses to Requests 1-4 will
identify their relationship to affiliated companies and the Transaction
Documents will identify its customers and suppliers.  We believe this
information will be sufficient to illustrate these relationships for the
staff's purposes.

FINANCIAL DOCUMENTS
Requests 7 through 11

 The Enron Entities will produce their public filings for the period
requested with respect to financial data.  EPMI, EES, and Portland General
will provide to the Commission electronic transaction data ( the
"Transaction Documents") for the purchase and sale of energy delivered which
information includes economic data.   We anticipate producing public filings
regarding financial data on October 13, 2000 and the electronic Transaction
Documents in the second wave of document productions.

GENERATING DOCUMENTS
Requests 12, 14 and 18

 For the Enron Entities other than Portland General, the generation
facilities are either non-existent or limited in number and there will
probably be limited documents available.  The Enron Entities to the extent
they act as a scheduling coordinator or possessed the right to use or resell
generation output, do not have the specific documents that pertain to each
generation unit requested.  The Enron Entities, other than Portland General,
do have documents and information for Las Vegas Cogeneration.  We propose to
produce these documents in the second wave of document productions.

  For Portland General, the production of the requested documents
would involve a tremendous volume of documents, as Portland General owned
twenty generating facilities of a variety of types and sizes during 2000.
Portland General is a net importer of energy and can only generate about one
half of its total energy demand.  As a result, we question whether the
effort required of Portland General is warranted as its impact on the
California wholesale market is necessarily limited.  In addition, those
transactions which do involve Portland General sales into California are
limited to sales to the ISO and PX, and long term contracts with two small
California municipal utilities.  Thus, the Commission will receive the
essential transactional information regarding these sales from the ISO and
PX.  Nevertheless, Portland General proposes to provide for year 2000
electronic Transaction Documents in summary form similar to the data being
provided by other Enron Entities, to the extent relevant as discussed below.
We propose that the Commission defer requesting production of other
information until it has reviewed the information of generators who sell a
significant proportion of their energy into the California market.  At that
time a more accurate assessment can be made of whether this enormous effort
will be valuable given the limited impact of Portland General generation on
the California wholesale market.

TRANSACTION DOCUMENTS
Requests 13, 15, 16, 17 and 19

 We understand that the Commission will be obtaining trading data for
the purchase and sale of energy delivered in California from the ISO and PX.
EPMI can provide the Commission several different sets of relevant
transaction data for year 2000 (in California and outside of California and
Real Time) for the purchase and sale of energy delivered with the date,
counterparty, quantity, delivery point, hours, price, and whether it is a
purchase or a sale.   Because of the speed with which you want this
information, it is possible that some entries will be incomplete or
inaccurate.  For those
transactions where EPMI served only as the scheduling coordinator, we
understand that the ISO will show part of the transaction, but there will
not be a corresponding transaction in the EPMI data we can provide quickly.
The reason is that this type of transaction is passed through to EPMI's
customer on an accounting system rather than as part of the trading
business.  EES can also provide similar data with respect to relevant
wholesale and retail transactions with the proviso that with respect to
retail transactions it will not include the specific names of its retail
customers but instead will provide a blind customer number due to EES'
confidentiality obligations to those customers.  We anticipate producing the
Transaction Documents in the second wave of document productions.

FERC DOCUMENTS

Request 20

 The Enron Entities will produce the requests for data they received
from FERC and to the extent that FERC has been given responses, copies of
those responses.  We anticipate producing the FERC documents on October 13,
2000.


 Based upon discussions that we have had with the various Enron
Entities, we believe that we could make a second wave of productions on
Friday October 27, 2000.  It is possible that not all Enron Entities could
make that date but we believe the bulk of the data could be available for
production by then.

 We propose to make these productions with the understanding that if
any entity obtains a more stringent protective order than the one currently
in place, that all of the Enron Entities document productions will be
protected by the most stringent protective order.  In addition, if, at the
request of any party or nonparty to this proceeding, the Commission or a
court of competent jurisdiction orders that the requests for production be
limited, reduced or eliminated, the Enron Entities reserve the right to
limit the production of documents in conformance with such order.

 We understand that you will consider these proposals and let us know
if they are acceptable to the Commission.  If you have any questions or
comments about our proposal, please do not hesitate to contact Michael Day
or myself.

Brobeck Phleger & Harrison LLP

Gary Fergus





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