<<2S4_01!.DOC>>

We have enclosed a proposed Confidentiality Agreement between Enron North
America Corp. and NRG Thermal Corporation.  Revised drafts of the Letter
Agreements and the LLC Agreement will follow later today.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>




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 - 2S4_01!.DOC