Attached is the revised SPA Amendment incorporating Zisman's comments.  
Please let me know if I am authorized to release this to AES.  Best regards.


Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or
entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.

>>> <Ben.F.Jacoby@enron.com> 04/30/01 10:02AM >>>

Aaron:

Please check with Stuart / Kay on this. We need to send it out as soon as
possible. Thanks,

Ben




"Aaron Roffwarg" <aroffwarg@bracepatt.com> on 04/27/2001 04:54:12 PM

To:   <Ben.Jacoby@enron.com>, <Chris.Booth@enron.com>,
<Kay.Mann@enron.com>, <Stuart.Zisman@enron.com>
cc:
Subject:  AES/Haywood Site--SPA Amendment


Per my discussions with Ben and Stuart, attached is a new redline of the
SPA Amendment reflecting the revised business terms.  Please call me with
comments.  Please note that this has not been sent to AES or its attorney
yet.  Best regards.

Aaron P. Roffwarg
Bracewell & Patterson, LLP
South Tower Pennzoil Place
711 Louisiana St.
Houston, Texas 77002
(713) 221-1117 (Ph)
(713) 221-2184 (Fax)

CONFIDENTIALITY STATEMENT:
This information is intended only for the use of the individual or
entity to which it is addressed and may contain information that is
privileged, confidential, and/or exempt from disclosure under applicable
law.  If you are not the intended recipient, you are hereby notified
that any dissemination of this information is strictly prohibited.  If
you have received this information in error, please notify us
immediately by telephone at (713) 221-1117 or by fax at (713) 221-2184,
and confirm that you have destroyed this information and any copies.
Thank you.

(See attached file: Red-AMENDMENT NO 1 TO SPA.doc)