Clem:  attached is the guaranty.  I'll call you soon.  SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 03/16/2001 
12:36 PM ---------------------------


TeiglandL@sullcrom.com on 03/16/2001 11:57:26 AM
To: Sshackl@enron.com
cc: GilbergD@sullcrom.com, Ormec@sullcrom.com 
Subject: Comment on Enron Guaranty


Attached are our comments on the Guaranty, which in sum relate to (1)
referencing the MLCS transactions in the recitals and (2) bringing this
version in line with what was agreed with Allegheny in the Guaranty under
the Power Master.  I have faxed the latter document to you.

Please let me know if you have any questions or comments.



----------------------------------

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.

 - Exhibit A(vRED).DOC