Serge,

Attached for your review, please find a blacklined copy of the FPL-Enron ISDA 
marked to show changes to the draft previously provided to us.  Please 
provide us with your comments to the Credit Support Annex at your earliest 
convenience.  I am in the process of obtaining approval to release our long 
form ISDA (it should not be a problem) and I will forward it to you shortly.  
please call me at 713-853-9720 with any comments or questions.





	"Serge Martin (SGM)" <Sgm@Steelhector.com>
	05/17/2000 09:02 AM
		 
		 To: jason.peters@enron.com
		 cc: 
		 Subject: Fwd: Florida Power & Light Company - Attached Files


Jason: As you requested I am forwarding a copy of my March note to
Sara with the clean and marked copies of the FPL-Enron ISDA schedule
attached.  I have a small favor to ask too, if I may.  By coincidence
I am updating a form of long-form ISDA confirm for the same client
(i.e., the form used where an ISDA master agreement is not even in
draft yet and a large trade is made).  I have seen and prepared a good
number of these, but I've not seen Enron's.  Since your schedule was
one of the best drawn I've seen (and I've seen maybe 100), I'd
appreciate your sending me a reference copy of your long-form confirm,
if you wouldn't mind.  I'd be happy to reciprocate.  Regards, -Serge

Serge G. Martin
smartin@steelhector.com
Steel Hector & Davis LLP
200 South Biscayne Blvd.
Miami, Florida 33131-2398
(305) 577-7097 voice
(305) 577-7001 fax

Date: Mon, 27 Mar 2000 13:22:07 -0500
From: "Serge Martin" <Sgm@Steelhector.com>
To: Sara.Shackleton@enron.com
Subject: Florida Power & Light Company - Attached Files

Sara:  Enclosed are clean and marked copies of a revised schedule for
the proposed ISDA master agreement between Enron and FP&L.  I have
only reviewed and commented at this time on the master agreement's
schedule itself (I have left the credit support annex attached within
the same document, as you sent it, but have not yet reviewed or
commented on it, so ignore it for now).  I have reviewed many such
schedules and found your form to be quite good (as you may know, those
of some large market-makers are not so good, so please don't take this
as patronizing; it's a sincere compliment).  Hopefully you will find
the revisions equally acceptable.  I look forward to your comments or
approval.  Regards, -Serge



Serge G. Martin
smartin@steelhector.com
Steel Hector & Davis LLP
200 South Biscayne Blvd.
Miami, Florida 33131-2398
(305) 577-7097 voice
(305) 577-7001 fax

 - 570710_2.DOC
 - 572856_1.DOC