Attached for your review and approval are the press release announcing the 
merger plan with Azurix and a Q&A document.  Both have been approved by Mark 
Metts and Lance Schuler.  Pending signature of the merger agreement tonight, 
we plan to release concurrently with Azurix before the market opens tomorrow 
morning.

If you have any comments or changes, please call Mark Palmer at x34738 before 
6 a.m. tomorrow.

Thank you.
Karen