Chris:
I am not a power expert (Sara Shackleton in our group handles the power 
trades) and would feel better if Christina Yoder took a look at this.  I 
understand he will be back in tomorrow and I have left him a voice mail 
message about this.  With respect to the form of Proposal Letter, I would 
prefer that you use the form that I have attached.  With respect to the 
proposed Term Sheet, the paragraph before the "Corrections to Published 
Prices" paragraph refers to an Annex A which if this deal is confirmed under 
an ISDA would not be the correct reference.  Also,  in the disclaimer at the 
end, please change all references of "Williams" to "ENA."    Please call me 
if you have any questions.  If this cannot wait for Christian, perhaps Shari 
Stack could look at it.  Let me know what you want to do.



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



	Chris H Foster
	07/05/2000 12:52 PM
		 
		 To: Carol St Clair/HOU/ECT@ECT
		 cc: 
		 Subject: Term Sheet


---------------------- Forwarded by Chris H Foster/HOU/ECT on 07/05/2000 
12:56 PM ---------------------------
From: Chris H Foster on 07/05/2000 10:29 AM
To: doug.thomas@bellcold.com
cc: brad.flinn@bellcold.com, John Malowney/HOU/ECT@ECT 
Subject: Term Sheet