Tana,

Thank you for sending along this draft which reflects the minor changes
which are acceptable to PG&E.  Please have the executed Guarantee sent to my
attention at 77 Beale Street, mail code B28L, San Francisco, CA 94105.  (If
you could let me know when you are sending it, I'd appreciate that.)

-----Original Message-----
From: Tana Jones [mailto:Tana.Jones@enron.com]
Sent: Monday, May 15, 2000 2:41 PM
To: Foley, Jack
Cc: Sara Shackleton
Subject: PG&E-Enron Corp. Guarantee




Per our conversation, I am attaching a copy of the form of Enron Corp.
Guaranteee which has been sent today to Enron Corp. for signature.  My
direct
phone no. in case you need to get hold of me is (713) 853-3399.

(See attached file: pacific gas & electric guaranty#1.doc)