I know the following goes without saying, but I wanted to highlight a few 
specific points relevant to this transaction.

As all of you know, the sale of Brownsville and Caledonia to Cinergy was 
recently announced.  As the press release indicated, the terms of the 
transaction were not released.  While Allegheny (with the sale of the 2000s) 
took the same position in its announcement, the purchase price was 
subsequently released to the market (by Allegheny).  Cinergy and Enron both 
agreed in the Purchase and Sale Agreement, to not release the price and terms 
without the other's consent (i.e. THE PRICE AND TERMS WILL REMAIN 
CONFIDENTIAL). 

To the extent legally permitted, Cinergy will not release the price as part 
of its regulatory filings, and in fact, will redact the price from all of its 
filings.  If, through your involvement in this process, you inadvertently 
learned the price, you must keep it to yourself.  As we all know, information 
moves around this organization very quickly.  With two deals on very similar 
assets in the market at once (Allegheny and Cinergy), it only makes sense to 
contain the external flow of information.

By the way, both transactions should close March/April 2001.

Thanks for your help in this process, and your co-operation in keeping this 
information confidential.

Regards,

Don
3-0492