Sara, I have good news, I think we are very close to executing this baby.

I am attahcing comments to the ISDA.  They reflect comments by our outside 
cousel which highlight the differences between this contract and the side 
letter/ML ISDA.  They are not much.  I have also made some changes directly 
on their draft where I either concurred with Enron or needed to make some of 
my own changes.  Pls review and let me know what you think.

I will be leaving the office soon, so if we can wrap it up tomorrow that 
would be great (I'm out Monday for Passover).


Yair Yaish
Director and Senior Counsel
Allegheny Energy Global Markets, LLC
212-236-7346



-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Friday, March 30, 2001 4:10 PM
To: yyaish@exchange.ml.com
Subject: ISDA Schedule/Paragraph 13


Yair:

Attached is a blacklined (against the Enron North America Corp. draft of
3/15/01) Schedule and Paragraph 13 to the ISDA Credit Support Annex.  I
have tried to incorporate the essence of the March 19, 2001 "swap side
letter agreement."  Please call me to discuss as it would be nice to
finalize by April 6.  Thanks.

(See attached file: 098a Blackline ctr (Allegheny Energy Supply).doc)


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com


 - Enron North America ISDA.DOC