Tana:  I've already spoken with Clem this morning and he is on board with 
this form.  The changes we are making are not substantive so let's make 'em 
(marked in yellow on the hard copy I've delivered to you) and get this signed 
right away.  Clem is going on vacation Friday.  We should also email a copy 
to Jack Foley when the revisions are made.  PG&E will send execution copies 
to me.  The paralegal handling this is Maryann Friel at (415) 973-4599.  
Thanks for your help.  Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 05/15/2000 11:02 AM -----

	"Foley, Jack" <JRFc@pge.com>
	05/01/2000 11:51 AM
		 
		 To: "'Sara Shackleton'" <Sara.Shackleton@enron.com>
		 cc: Rod Nelson <Rod.Nelson@enron.com>, "Pearce, Karola (Law)" <KKP2@pge.com>
		 Subject: RE: Enron Corp. guaranty in favor of PG&E


Sara,

I am attaching our guarantee format for your review.  Please note that I
have inserted the "cap" at $ 10 million.

If you have any questions, please call me.

-----Original Message-----
From: Sara Shackleton [mailto:Sara.Shackleton@enron.com]
Sent: Friday, April 28, 2000 1:49 PM
To: Foley, Jack
Cc: Rod Nelson
Subject: Enron Corp. guaranty in favor of PG&E




Jack:  I just spoke with Karola and she tells me that you want to talk about
the
guaranty.  I didn't recall if you had ever reviewed our proposed format.
Also,
I am aware that Enron Corp. previously issued a "General Guarantee
Agreememt" on
behalf of Enron North America Corp. (formerly, Enron Capital & Trade
Resources
Corp.) on January 28, 1998.  Which format are you interested in using?  Our
cap
for financial transactions with PG&E is, I believe, $10 million.  Please
give me
a call as I am the first point of contact for negotiating the guaranty.
Thanks.
Sara



 - EnronGnt.doc