Gentlemen:

Attached for your review is a draft of the Schedule to the ISDA Master 
Agreement.   

FYI:  The ISDA Master Agreement is a preprinted form for which the Schedule 
supplements, and such form is not able to be emailed.  Therefore it is not 
attached to this transmission.

We look forward to your comments.




Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail:  Susan.Bailey@enron.com