Luanne:
Our credit person is fine with revising the MAC language to say taht a MAC 
would be triggered if either (1) an entity's Credit Support Provider's rating 
from S&P is below BBB- by S&P or Baa3 by Moody's or (2) if such Credit 
Support Provider fails to be rated by both S&P and Moody's.  Also, in 
Sections 4.5 and 4.6 of the ISDA Schedule we would like to change the 
reference to "Goldman Group" to "The Goldman Sachs Group, Inc."

I will have Tana Jones draft an amendment and send it to you.  Call me if 
there are any problems with the above.

Tana,
Please draft an amendment for my review.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com