Attached is a preliminary draft of the letter prepared by Gibbs & Bruns 
notifying TVA of the occurrence of a Triggering Event and EMPI's suspension 
of deliveries under the MOPA.  Please review and call me with any questions 
or comments.  We will need to carefully consider EPMI's offer to provide 
energy under the MOPA at market based rates.  As you are aware,  the current 
plan is to send TVA  notice on Jan. 4th.   

The draft of the control area  petition should be ready for circulation on 
Tuesday, the 28th.   Once received, I will forward both the petition and a 
revised draft of this letter to legal, regulatory and trading for review.

CONFIDENTIAL/ATTORNEY CLIENT PRIVLEDGE

---------------------- Forwarded by Elizabeth Sager/HOU/ECT on 12/27/99 01:06 
PM ---------------------------


"Jeffrey C. Alexander" <Jalexander@Gibbs-Bruns.com> on 12/27/99 11:14:07 AM
To: Elizabeth Sager/HOU/ECT@ECT
cc:  
Subject: Draft letter



Here is the draft letter for your consideration.  Please distribute this to
the members of the legal team at Enron.  Thank you for your assistance, and
have a happy holiday season.


 <<1RV501!.WPD>>

 - 1RV501!.WPD