Please see the attached draft for your review and comment.  Please note that 
in the interest of time this draft is being distributed prior to complete 
internal review and comment.  It is therefore subject to further comment by 
Enron North America representatives.  Further, please note that ancillary 
documentation, including, without limitation, ratifications of guaranties and 
an amendment to and extension of the master netting agreement, will also be 
required.  I intend to circulate drafts of ancillary documentation next week 
as we review and discuss the ISDA draft.




Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com