Regards,
Janice

EB3861
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-4842)
----- Forwarded by Janice R Moore/HOU/ECT on 03/16/2001 08:36 AM -----

	TeiglandL@sullcrom.com
	03/15/2001 11:57 PM
		 
		 To: Janice.R.Moore@enron.com, Sara.Shackleton@enron.com
		 cc: lpeddic@alleghenyenergy.com, YYaish@exchange.ml.com, 
GilbergD@sullcrom.com, Ormec@sullcrom.com
		 Subject: Re-revised Allegheny Side Letter for ISDA


Sara/Janice, thanks for your comments.  I have reflected them in the attached 
draft, marked to show your changes.  The governing law provision is a 
formulation that we have used at S&C to accomplish the purpose of giving 
effect to NY-GOL 5-1401 and should achieve the purpose of the language you 
added to the power master amendment; I was planning to conform the latter to 
the language used here unless you have an objection.

Allegheny has not yet reviewed this draft so it remains subject to their 
comment.  I also need Yair to confirm that he is happy with the new Part 6 - 
Commodity Definitions section (Yair, this is attached as Exhibit "C" to the 
attached document).

Let me know if you have any further questions or comments.  Thanks!






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This e-mail is sent by a law firm and contains information
that may be privileged and confidential. If you are not the
intended recipient, please delete the e-mail and notify us
immediately.

 - Allegheny  ENRON ISDA SIDE LETTER(vRED).DOC