Keith:

Lance Schuler asked me to send you the attached draft letter in hopes that we could discuss these points today.  I understand Lance suggested an 11:30 meeting.  Please let me know if that will work for you.  Thanks.

Joseph C. Henry
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361
713-345-1549
713-646-8537 (fax)