Enclosed are revised documents.  Below is a summary of changes made.  Copies 
enclosed are clean copies.  Please carefully review all documents so that we 
can next move to final execution copies.  Thanks for everybody's help.

Revised Physical Confirm

 Changes Made:

 1)   SET-OFF Paragraph (B) - First sentence deleted and the phrase "of the 
Master Agreement" added
   after the reference to Section 4.2
 2)   Definition of Business Day - changed commas to parenthesis
 3)   Definition of Year added
 4)   Exhibit "D" numbers added and the name of the Exhibit was changed to 
Option Premium
 5)   The phrase "as amended" added in the first paragraph with respect to 
the definition of the 
  Master Agreement
 6)   Definition of Summer Season amended to delete NERC definition because 
NERC is already 
  defined 
 7)   Exhibit "C" - (a) First sentence modified to reflect the fact that the 
Daily Energy Charge calculation
  will vary depending upon whether a given Month is in the Summer Season or 
the Non-Summer 
  Season and (b) the phrase "where," or "and where," was added three times 
immediately prior 
  to each set of definitions.
 
Revised Financial Confirm

 1)   Added the words "shall be" in last paragraph of Section "Energy 
Quantity".
 2)   Deleted proviso in Section "Cash Settlement Amount for each Energy 
Index Point."
 3)   Added phrase in (b) of Section "Billing and Payment" to show that 
payments could go to 
  Seller from Buyer and in (c) to add words "as amended".
 4) Added Exhibit III/Option Premium.

Schedule to ISDA

 Changes Made:

  1. Added ENA as specified entity ML (Part 1 a).
  2. Fixed names in Part 1 (k) from ML and Enron to Credit Support Provider.
  3. Add notice for ML (Part 4/a).
  4. Reference amendment to Guaranty (Part 4 (f)).