We have received the First Amendment to ISDA Master Agreement dated  as of 
July 1, 2000 ("Amendment").  This Amendment (1) amends Counterparty's 
Threshold under the Credit Suport Annex, (2) exempts certain Transactions 
when determining "Exposure" under the ISDA Master Agreement, and (3) changes 
the Fixed Price with respect to the "Exempt Transactions" reflected in the 
Amendment.

Copies will be distributed.