David:
Enclosed is a new draft of the Kennecott amendment letter.  Mark and I have 
discussed the counterparty termination language and have come up with the 
language that I have high;lighted.  Upon your approval, I plan to use the 
same language for the Duke and Cinnergy letters.



Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)