Hi, George:

Attached for your review are our comments to your form of Schedule to the ISDA Master Agreement, together with Paragraph 13 to the ISDA Credit Support Annex.

I am also attaching for your review, a proposed amendment to the Confirmation for Deal No. 514094.01.

I will be out of the office from Thursday, July 5 through Monday, July 9.  If you have any questions during this time, please do not hesitate to contact Sara Shackleton at (713) 853-5620.

We look forward to hearing your comments.

Thanks!

Marie


Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com