I got a call from Jason Williams on this file.  As it turns out, in his 
review of the annual report of Welch he noted that it stated that Welch is a 
cooperative.  The original draft of the ISDA was not drafted with this 
knowledge as there was no indication from any source that Welch was a 
cooperative.  This fact needs to be confirmed, and if Welch is a cooperative, 
you will need to research the issue.  I attach for you a letter of issues  
sent to outside counsel last year when we were investigating another proposed 
cooperative counterparty.  Hope this will help.




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