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We have enclosed drafts of the following documents:

1.  Amendment No. 1 to Letter Agreement for CA Energy Development I (marked
to reflect revisions from the draft circulated 01/02/01);
2.  Amendment No. 1 to Letter Agreement for CA Energy Development II -
Turbine (clean copy identical to the amendment for CA/ED-I except for the
name of the LLC in the reference clause); and
3.  Amendment No. 1 to Letter Agreement for CA Energy Development II -
Transformer (marked to reflect revisions from the amendment for CA/ED-I);

Please advise of any further comments at your earliest convenience.  Thank
you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 130796vR2/1
  130977v1
  130979v1 R 130796v2



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