Hi Jeff,

Please find below SCE's proposal to settle past Direct Access Credit issues
and determine the Direct Access Credit going forward. Please forward this
to any other Enron participants to review prior to our conference call with
John Fielder, November 1, 2001, 11:00 a.m. PST.

(See attached file: DA Proposal.doc)

Thanks.

Matt Pagano
Account Manager
ESP Services Division
tel-714-895-0222
fax-714-895-0347
Email-Paganomj@SCE.Com