----- Forwarded by Elizabeth Sager/HOU/ECT on 01/23/2001 09:07 AM -----

	"CHRISTINA McDONALD" <cmcdonald@LLGM.COM>
	01/22/2001 08:18 PM
		 
		 To: <elizabeth.sager@enron.com>
		 cc: "JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>
		 Subject: ENRONform termination letter.WPD


  Dear Elizabeth,

Please find attached the draft form termination letter, coupled with a Notice 
of Settlement Amount, that you requested.  Please note that we recommend that 
these form letters be used merely as guides as the contracts that Enron has 
entered into with the PG&E entities all provide for varying procedures for 
termination.  Therefore, each contract should be referenced prior to sending 
out a termination letter.

Additionally, Jim Huemoeller and I believe that it would be best that one 
person be responsible for preparing the various terminations, or in the 
alternative, have such person review each termination letter so that there is 
consistent wording and so that the Enron and LeBoeuf persons responsible for 
monitoring the PG&E situation are certain which contracts are being 
terminated.

Please let us know if you have any questions, or if we can be of further 
assistance.

Best regards,

Christina L.C. McDonald

cc: John C.  Klauberg

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 - ENRONfor.WPD