Attached are copies of the Transaction Agreements for the St. Mary's and 
Crescendo transactions under the Master Natural Gas Purchase and Sale 
Agreement and a marked copy of the St. Mary's Transaction Agreement showing 
changes from the draft prepared to be used under the Enfolio form of 
agreement.

Please call me with any questions or comments.

Thanks.

Teresa






Teresa G. Bushman
Enron North America Corp.
1400 Smith Street, EB 3835A
Houston, TX  77002
(713) 853-7895
fax (713) 646-3393
teresa.g.bushman@enron.com