Marguerite:

Because NorthWestern would like to change the name of Merchant Energy
Ventures, LLC to Montana Megawatts I, LLC at Closing, I have prepared a
Certificate of Amendment to this effect.  A copy of the Certificate of
Amendment is attached.  Also attached is a Closing Checklist that attempts
to capture the status of the transaction.  Please let me know if you have
any comments to either the Certificate or the Checklist.  Thanks.

Regards,

Marisa

 <<331H01!.DOC>>  <<2XPB06!.DOC>>



                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.


 - 331H01!.DOC
 - 2XPB06!.DOC