CONFIDENTIAL AND LEGALLY PRIVILEGED

Julia/Mark
	
If and when we decide to file I agree with Sam's recommended "second best" approach set out below. Also note his opinion on the 30 day waiver in point 2.
	
Regards,
	
Marcus

-----Original Message-----
From: Samuel Behrends [mailto:SBEHREND@LLGM.COM]
Sent: Wednesday, October 31, 2001 1:10 PM
To: Nettelton, Marcus; Catherine McCarthy
Cc: Sager, Elizabeth; Yvonne Coviello
Subject: RE: Draft of Market rate filing


          Marcus: Here are the others points I wanted to make, just briefly:

                1.  I still think I need to talk to FERC staff before we file.
     Here's why:  
                    - - FERC, as you know, is about to issue a new rule 
                       on market-based rate eligibility.
                    - - In the meantime, they've been kicking out a very 
                      high percentage of MBR applicants for trumped up
                    reasons.  I.e., issuing deficiency letters on issues we 
                    know they don't care about.  I think the real reason 
                    is they don't want to issue a lot of approvals until the 
                    new rule comes out.
                      - -  No matter how perfect our filing is, we're liable
                     to get kicked out, too.  They might not want to give
                     MBR to a new Enron entity until they see the new
                     rule.
                     - -    The best way to deal with that is to sit down with 
                     staff, go over the draft page by page, and see
                     what more they want.  But that would take too long,
                     because of staff's schedule.
                     - -   The second best way is for me to call Dan 
                    Larcamp or Mike Coleman, at FERC; tell them that 
                    we're not in a huge hurry, but we really don't want a
                    deficiency letter; read him the language in the draft
                    about how we'll comply with the new rule, and see if 
                    that's good enough.  If he suggests different 
                    language, we'll have to put it in there.
                     - - Alternatively, if we really want to try to slide this 
                    through without saying anything to FERC in 
                    advance, we can file it, and just hope that the 
                    language we have about complying with the new 
                    rule  is good enough.   But that's really not what I 
                    would recommend. 

         If we do decide to call FERC, I could call right away, and probably get an answer in time to file today.  If not, then certainly tomorrow. Otherwise, we're pretty much ready. 

             2.  I really do think that we could ask for 30 days without raising any eyebrows. 

                                  Good luck, and I'll talk to you soon. 

>>> "Nettelton, Marcus" <Marcus.Nettelton@ENRON.com> 10/30/01 09:35AM >>>
Catherine
	
Attached is a mark up of suggested changes to the filing as per my
voicemail earlier this morning.
In addition we will need to confirm whether Sandhills is a subsidiary of
Enron Corp.
We will be adding two contacts from our Regulatory Group.
	
Regards,
	
Marcus


-----Original Message-----
From: Catherine McCarthy [mailto:CPMCCART@LLGM.COM] 
Sent: Monday, October 29, 2001 6:32 PM
To: Nettelton, Marcus
Cc: Sager, Elizabeth; Samuel Behrends; Yvonne Coviello
Subject: RE: Draft of Market rate filing


Marcus,

  The attached revised draft "fixes" the ESVL/EVSL error.  Also, we
tried to catch the reference to ENA.  We will work on that further
tomorrow.  I wanted to send this draft to you now, however, so that you
could review it without constantly being distracted by seeing EVSL
throughout the document.  I know that would distract me.  I hope this
helps.  

Cathy

>>> "Nettelton, Marcus" <Marcus.Nettelton@ENRON.com> 10/29/01 07:11PM
>>>
Catherine
	
ESVL Corp will be a wholly owned subsidiary of Enron Corp. not Enron
North America Corp. In addition I see that some of the letters have
become transposed and ESVL often reads EVSL.
	
With ESVL Corp being a wholly owned subsidiary of Enron Corp. there may
well be other changes that need to be made.
	
Will speak tomorrow.
	
Regards,
	
Marcus

-----Original Message-----
From: Catherine McCarthy [mailto:CPMCCART@LLGM.COM] 
Sent: Monday, October 29, 2001 5:53 PM
To: Nettelton, Marcus
Cc: Sager, Elizabeth; Samuel Behrends; Yvonne Coviello
Subject: RE: Draft of Market rate filing


The draft filing is attached.  We are working on adding headers to the
rate schedule and code of conduct.  

Thank you for the information on New Albany.  I removed all references
to New Albany because we recently worked with Susan, Stuart and Robert
on that transaction.  Also we removed the references to five other
peakers Enron sold recently - we worked with Stuart to get those FERC
approvals.  In addition, we did not include a reference to North
Carolina Power Holdings, L.L.C. made in earlier filings.  We are aware
that Enron received 203 authorization to sell that entity earlier this
year.  We am uncertain about whether that transaction closed but we
assumed it did and removed it but need to confirm with you that it is
appropriate to remove it.  

Thank you for the suggestion about updating the information from the
triennial filing.  We will certainly double check to make sure the
companies we have listed in the attached draft have not been sold.
Also, we refer to exhibit 2 to the triennial filing made on January 14,
2000 rather than listing the names of Enron's generating units with
market-based rate authorization whose output is dedicated under
long-term contracts.  We will confirm that this information is still
accurate as well.  

Thanks again,

Cathy


Catherine P. McCarthy
LeBoeuf, Lamb, Greene & MacRae, LLP
1875 Connecticut Avenue, NW
Washington, DC  20009

(202) 986-8253
cpmccart@llgm.com 

>>> "Nettelton, Marcus" <Marcus.Nettelton@ENRON.com> 10/29/01 06:11PM
>>>
Sam/Catherine
	
In addition to Sandhills Enron also made a 203 filing this year in
respect of the sale of the New Albany plant to Duke. You will probably
need to run a check on Enron at FERC to ensure that between us we have
identified any changes to the three year update for EPMI which was
prepared at the beginning of this year.
	
Kind regards,
	
Marcus

-----Original Message-----
From: Samuel Behrends [mailto:SBEHREND@LLGM.COM] 
Sent: Monday, October 29, 2001 2:48 PM
To: Nettelton, Marcus
Cc: Catherine McCarthy
Subject: Draft of Market rate filing


 Marcus - This is ready to go as soon its reviewed and we get the names.
If we can do that in the next 45 minutes, we can file today. Thanks  
 
 0209376.01


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