Sara,

My phone is 713-220-4124
Fax is 713-238-7129
I do have voice mail at Enron.
I am definitely up for more work.  I've got a meeting at 8:30 so I'll call 
you later this morning.

Jason

>>> <Sara.Shackleton@enron.com> 08/02/00 08:12AM >>>

Hi, Jason!  Please send me your phone and fax.  Do you still have voice
mail over here?  Regarding your message, I have asked Paul to consider
items 1,2 and 4 since each bears upon credit.  I'll get back to you.
On a different note, how would you like some more work?  Call when you're
free.  Sara



                    "JASON PETERS"
                    <PETEJ@andrews-        To:     <sara.shackleton@enron.com>
                    kurth.com>             cc:
                                           Subject:     Arizona Public 
Service Company
                    08/01/2000
                    08:16 PM






Sara,

The following items are outstanding issues with respect to the
above-referenced ISDA:

1. Arizona Public Service Company plans on executing the ISDA as Arizona
Public Service Company, on behalf of its Bulk Power Marketing Resource
Operations Division ("BPMROD").  It is APSC's intent in the future to
create a new entity for this division, such new entity to enter into all
trading transactions.  As a result, it is ASPC's desire to  modify the
definition of "Specified Transaction" to only include transactions between
Party A and BPMROD.

2. Procedures for Entering into Transactions - ASPC would like 5 days to
dispute or accept confirmations.  Apparently, all of their agreements
provide for 5 days, therefore any shorter time period could cause problems
for them.  I had previously offered 3 days.

3. Part 5 (f) Recording - ASPC wants to consent to recordings on "trading
lines only".  They do not want to consent to officers (non-traders) being
recorded if the communication does not occur on a trading line.

4. Part 5 (g)(B) - Setoff -  ASPC wants to delete "or any of its
Affiliates" from this section.  ASPC thinks this issue is related to their
issue in #1 above.  I don't see why.  What do you think?  I assume that we
are not willing to strike "or any of its Affiliates".

The only other issue is a credit issue which I am handling with Paul
Radous.  So, we're close.  Let me know what you think.

Jason