Mr Fletcher:
Per the request of David Jones, attached please find a revised version of the Master Firm Purchase/Sale Agreement between Enron North America Corp. and Yankee Gas Serives Company with incorporates your comments.  Also attached is a letter amending the Letter of Understanding which moves the deadline for entering into definitive agreements to December 3, 2001.  Please secure execution of the letter and return to Jeff Hodge at fax number (713) 646-3490.  He will secure execution on behalf of ENA and fax you the letter.  Should you have any questions, please page me at (713) 761-4336.

Stacy Dickson Granmayeh
Senior Counsel
Enron North America Corp.
1400 Smith Street, EB 3879
Houston, Texas  77002

Phone (713) 853-5705
Fax (713) 646-3490
Stacy.E.Dickson@enron.com