----- Forwarded by Richard B Sanders/HOU/ECT on 11/29/2000 11:31 AM -----

	Mark Palmer@ENRON
	11/29/2000 10:56 AM

		 To: Richard Shapiro/HOU/EES@EES, Steven J Kean/NA/Enron@Enron, Jeff
Dasovich/NA/Enron@Enron, Richard B Sanders/HOU/ECT@ECT, Paul
Kaufman/PDX/ECT@ECT
		 cc:
		 Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today

Here's the suit filed against the generators.  Reporter says our suit will
look the same.

Mark
----- Forwarded by Mark Palmer/Corp/Enron on 11/29/2000 10:53 AM -----

	"Leopold, Jason" <Jason.Leopold@dowjones.com>
	11/29/2000 10:47 AM

		 To: "'Mark.Palmer@enron.com'" <Mark.Palmer@enron.com>
		 cc:
		 Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today

James C. Krause, Esq., SBN 066478
Ralph B. Kalfayan, Esq., SBN 133464
Patrick N. Keegan, Esq., SBN 167698
Stephen W. Poirier, Esq. SBN 200868
KRAUSE & KALFAYAN
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 232-4019

Attorneys for Plaintiff
(Additional Counsel on Signature Page)

 SUPERIOR COURT OF THE STATE OF CALIFORNIA

 FOR THE COUNTY OF SAN DIEGO

PAMELA R. GORDON, on behalf of ) Case No.
herself and all others similarly situated, )
       ) CLASS ACTION
COMPLAINT FOR
) VIOLATIONS OF CALIFORNIA
Plaintiff,  ) BUSINESS AND PROFESSIONS CODE
) oo16720, ET SEQ. AND oo17200 ET SEQ.
vs.     ) ANTITRUST and UNFAIR
BUSINESS
) PRACTICES
RELIANT ENERGY, INC.; SOUTHERN )
COMPANY; NRG ENERGY; DYNEGY,  )
INC.; AES CORPORATION; WILLIAMS )
ENERGY; DUKE ENERGY NORTH )
AMERICA; and  DOES 1 through 100,  )
Inclusive     )
)
Defendants.  )
___________________________________  )

  TABLE OF CONTENTS

I. NATURE OF THE CASE 1

II. VENUE 2

III. PARTIES 2

IV. CLASS ACTION ALLEGATIONS 5

V. COMMON ALLEGATIONS OF FACT 6

A. The California Wholesale Electricity Markets 6

B. Defendants' Improper Acts 8

C. Results of Defendants' Activities 13

FIRST CAUSE OF ACTION 15
Violation of Sections 16720 and 16726 of the California Business and
Professions
Code Trust In Restraint of Trade or Commerce in Violation of the Antitrust
Act
SECOND CAUSE OF ACTION 18
For Violations of the Unfair Trade Practices Act Based Upon Violations of
the
Antitrust Act

THIRD CAUSE OF ACTION 19
For Violations of the Unfair Trade Practices Act Based Upon Defendants'
Unfair Business Acts and Practices

FOURTH CAUSE OF ACTION 20
Violations of the Consumers Legal Remedies Act

VI. PRAYER FOR RELIEF 21

 Plaintiff hereby alleges on information and belief based upon the
investigation made by and through her attorneys, as follows:
 I.
 NATURE OF THE CASE

1. This is a class action seeking redress under the law of California
for defendants' conduct in the market for wholesale electricity.  During the
spring and summer of 2000, a group of electricity generators and traders,
including defendants, exercising market power, unlawfully manipulated the
California wholesale electricity market, resulting in grossly inflated
wholesale electricity prices throughout the state and much of the Western
United States. Defendants accomplished this result by, inter alia,
improperly using confidential real time generator capacity, use, and
maintenance data, and transmission system flow data to "game" the wholesale
electricity market, by withholding electrical generating capacity from the
California Power Exchange's forward markets, by improperly parking power
with affiliates in other states which was later resold in California at
inflated rates, by scheduling previously unplanned plant outages to coincide
with other plants' planned maintenance shutdowns, and by scheduling
transmission flows to cause or exacerbate congestion.
2. The improper use of confidential real time data was in violation of
the California Tariff by which  defendants are authorized to sell wholesale
electricity within California.
3. By engaging in said unfair business practices, defendants have
directly and severely damaged purchasers of electricity supplied through the
California Power Exchange.  As noted in the August 30, 2000 San Diego Union
Tribune:  "The utility bills of all [electric] ratepayers in San Diego are
exorbitant. . . . Rates that were 3 cents per kilowatt hour have risen to 19
cents per kilowatt hour in just three months -- nothing short of
confiscatory rates."
 4. In its November 1, 2000 Order, the Federal Energy Regulatory
Commission ("FERC") expressly found that electricity prices in California
have been maintained at "unjust and unreasonable" levels during the relevant
period, though it determined that it did not have the authority to mandate
refunds or other retroactive relief with respect thereto.  In its November
22, 2000 response to the November 1st FERC order, the California Public
Utilities Commission (CPUC) concluded that due to market manipulation by
wholesale energy producers and traders, customers of electricity supplied
through the California Power Exchange had been overcharged more than $4
billion dollars during the summer of 2000.  In its November 22nd response to
the November 1st FERC order, even the California Independent System Operator
(CAISO) which manages California's transmission system infrastructure, known
as the "power grid", found that the summer 2000 prices resulted from the
exercise of intolerable levels of market power by generators and traders.
 II.
 VENUE

5. Venue is proper because defendants each transact business in the
State of California and because the damages caused by defendants' unlawful
manipulation of the price of wholesale electricity occurred in San Diego
County.
III.
 PARTIES

6. Plaintiff Pamela R. Gordon is an adult resident living in San Diego,
California.  Plaintiff Pamela R. Gordon is a retail electricity customer of
SDG&E, and has been forced to pay rates for electricity during the Class
Period (defined infra) that are unjust and unfair and that have been
artificially inflated by defendants' misconduct.  Moreover, plaintiff Pamela
R. Gordon was born with no lymph nodes in her legs which results in a lack
of circulation.  Exposure to high temperatures will cause plaintiff Pamela
R. Gordon's legs to swell, which can lead to possible severe health
consequences.  As a result of her condition, plaintiff Pamela R. Gordon must
maintain her home at temperatures of not more than 67 degrees at night and
71 degrees during the day.  Plaintiff Pamela R. Gordon is unable to
terminate her electricity service and has been forced to pay unjust and
unfair rates for electricity from SDG&E as a result of defendants'
misconduct.  Specifically, plaintiff Pamela R. Gordon was charged and/or
paid the following rates for electricity by SDG&E during the Class Period:
/ / /
/ / /
/ / /
/ / /

Dates
Total Electric Charges

5-26 to 6-27-00
$180.92

6-27 to 7-27-00
$226.67

7-28 to 8-28-00
$311.84

8-28 to 9-27-00
$143.48

9-27 to 10-26-00
$84.71

7. Plaintiff was charged less for electricity per kWh prior to the
Class Period and the inception of Defendants' wrongful conduct:

Dates
Total Electric Charges

3-29 to 4-27-00
$100.50

8. Defendant Reliant Energy (hereinafter "Reliant") is a Houston, Texas
based public corporation doing business in the state of California as
Reliant Energy Services.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Reliant operates five
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
9. Defendant Southern Company (hereinafter "Southern") is an Atlanta,
Georgia based public corporation doing business in the state of California
as Southern Energy, Inc.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Southern Energy operates six
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
10. Defendant Dynegy, Inc. (hereinafter "Dynegy") is a Houston, Texas
based public corporation doing business in the state of California as Dynegy
Marketing and Trade. It is a generator and trader of wholesale electricity
which is ultimately sold to California consumers, including plaintiff and
the class, and is a WSCC member.  Dynegy operates two electricity generating
power plants in California which supply wholesale electricity to the
California Power Exchange.
 11.  Defendant NRG Energy, Inc. (hereinafter "NRG") is a Minneapolis,
Minnesota based public corporation doing business in the state of California
as NRG, a generator and trader of wholesale electricity which is ultimately
sold to California consumers, including plaintiff and the class.  In
partnership with defendant Dynegy, NRG operates eight electricity generating
plants in California which supply wholesale electricity to the California
Power Exchange.
12. Defendant AES Corporation (hereinafter "AES") is an Arlington,
Virginia based public corporation doing business in the state of California
as AES Pacific Group, a generator and trader of wholesale electricity which
is ultimately sold to California consumers, including plaintiffs and the
class, and a WSCC member.  AES Pacific Group operates four electricity
generating plants in southern California which supply wholesale electricity
to the California Power Exchange.
13. Defendant Williams Energy is a Tulsa, Oklahoma based public
corporation doing business in the state of California as Williams Energy
Marketing and Trading Company, a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiffs and the class, and a WSCC member.  Williams Energy Marketing and
Trading Company operates three electricity generating plants in southern
California which supply wholesale electricity to the California Power
Exchange.
14. Defendant Duke Energy North America (hereinafter "Duke Energy") is a
Houston, Texas based public corporation doing business in the state of
California as Duke Energy Trading and Marketing, LLC, a generator and trader
of wholesale electricity which is ultimately sold to California consumers,
including plaintiffs and the class, and a WSCC member. Duke Energy operates
four electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
 15. Defendants DOES 1 through 100, inclusive, are sued herein under
fictitious names because their true names are unknown to the Plaintiff.
When their true names and capacities are ascertained, Plaintiff will amend
this complaint by substituting their true names and capacities herein.
Plaintiff is informed and believe, and based thereon alleges, that each of
the fictitiously named Defendants is responsible in some manner for the
occurrences herein alleged, and thereby proximately caused injuries and
damages to Plaintiff, as herein alleged.  Further, Plaintiff is informed and
believes, and upon such information and belief alleges, that each of the
Defendants designated by a fictitious name participated in and/or benefited
from the wrongful acts, conduct, and omissions described in this complaint,
and that said acts, conduct, and omissions directly and proximately caused
injury and damages to Plaintiff and the class as alleged below.
 IV.
 CLASS ACTION ALLEGATIONS

16. Plaintiff brings this action pursuant to Section 382 of the Code of
Civil Procedure as a class action on behalf of all electricity customers,
including the retail customers of San Diego Gas & Electric Company (SDG&E),
who purchased electricity supplied through the California Power Exchange
during the period from May 22, 2000 through and including the date of trial
(hereinafter the "Class Period").  All such persons and entities have paid
and/or have been charged prices for electricity that were "unjust and
unreasonable" and that were artificially inflated due to defendants'
exercise of market power, improper use of confidential information,
manipulations, and unlawful actions.  Members of the Class are extremely
numerous and their joinder would be impracticable.  Approximately 1.2
million SDG&E customers are within the class.
17. Common issues of fact and law predominate over individual issues,
including:
-whether defendants committed unfair business practices by sharing
confidential real time data in violation of ISO Tariffs and thereafter
"gamed" the market;

-whether defendants charged "unjust and unreasonable" prices for electricity
during the Class Period or otherwise benefited from said inflated price for
electricity;

-whether defendants exercised "market power" in the California electricity
market during the Class Period;

-whether defendants received improper and excess profits which should be
refunded and paid to members of the Class.

18. Plaintiff's interests are typical of, and not antagonistic to, the
interests of the class.
19. Plaintiff has retained competent counsel experienced in class action
and consumer fraud litigation and intends to vigorously prosecute this
action.
20. A class action is superior to all other methods for the fair and
efficient adjudication of this controversy.  The size of the individual
damages is small in comparison to the complexity and scope of the
defendants' operations and alleged misconduct.  A class action is the only
method whereby plaintiff and the class can efficiently seek redress and
obtain a uniform adjudication of their claims. Plaintiff does not anticipate
any difficulty with the management of this action.
/ / /
  V.
 COMMON ALLEGATIONS OF FACT

A. The California Wholesale Electricity Markets

21. In 1996 California deregulated its electricity industry and required
the State's privately owned utility companies to divest themselves of their
generating plants.  The purpose of deregulation was to introduce competition
into the electricity markets, with the intention of reducing rates for
electrical power.  In fact, however, certain participants in this recently
deregulated industry have, in violation of their operating Tariff, taken
advantage of structural flaws in the system and improperly obtained
confidential competitor information to artificially inflate prices for
electricity, yielding themselves billions of dollars in windfall profits at
the expense of California consumers.
22. As part of the deregulation, several new entities were created to
facilitate the workings of this new market.  California's investor owned
utilities, Pacific Gas & Electric (PG&E), Southern California Edison (SCE),
and San Diego Gas & Electric (SDG&E) (the"Utilities"), now purchase
electricity for their customers from independent generators and traders,
including defendants, through a market known as the California Power
Exchange (PX).  The PX maintains a market for the purchase and sale of
wholesale electricity through a variety of forward contracts and real time
markets.  Under the California deregulatory scheme, the Utilities were,
until just recently, required to purchase power through the PX and
prohibited from independently contracting for power outside this market.
23. The deregulated market also led to the creation of the California
Independent System Operator (CAISO).  The CAISO is an "independent"
non-profit corporation, though its managing board includes representatives
from among the generators and traders, that was created to manage the flow
of electricity and ensure reliability along the long distance, high-voltage
power lines that make up the bulk of California's transmission system.
Approximately 75% of California's electricity is distributed through the
CAISO managed  "power grid".  The CAISO monitors electrical loads (i.e.,
demand) on an on-going basis and ensures that there is an adequate supply of
power to meet that demand.
/ / /
 24. The CAISO accomplishes this by maintaining a Real Time Imbalance
Market (the "Real Time Market").  When the CAISO receives bids from
suppliers that are insufficient to meet the demand for power, it must accept
any bid, which then sets the market-clearing price for that hour. Under the
single price auction system used by the CAISO, all sellers of electricity in
the Real Time Market automatically receive the market clearing price, which
is the (second) highest price paid in the market, even if they were willing
to sell and had in fact bid to sell electricity at lower prices. This
mechanism allows sophisticated market participants, such as defendants, to
game the market by withholding bids in an effort to maximize the clearing
price.
25. The Real Time Market was not designed to handle large transactions,
but merely to provide a mechanism to correct short term imbalances in supply
and demand.  Defendants nonetheless pushed a substantial portion of the
daily wholesale electricity sales into this market by under bidding capacity
to the forward market leaving wholesale customers no alternative place to
obtain the power to satisfy their retail customers' demand.
26. The CAISO also manages the Replacement Reserve Market, which is used
to balance supply and demand of electricity.  Sellers in the Replacement
Reserve Market receive a fixed premium for having available capacity.  If
called upon by the ISO to deliver energy, sellers in the Replacement Reserve
Market also receive the Real Time Market price.  Thus, if generators know
that capacity is short, they have an incentive to withhold supplies from the
spot markets and push as much as possible into the Replacement Reserve
Market.  Access to real time generating information facilitates such
"gaming" of the markets by demonstrating, in real time, available competing
supply.
27. In times of high demand, the CAISO has the authority to purchase
energy from out-of-state sources, as to which there is no operative price
cap.  The CAISO was forced to do so during the Summer of 2000.  California
generators and marketers can export electricity to surrounding markets in
order to create artificial shortages and drive up prices in the California
markets.  They can then resell that electricity to the CAISO at inflated and
uncapped prices.  As the PX Compliance Committee noted in its November 1,
2000 Report ("the PX Compliance Report"):
/ / /
 "During periods of high Out-of-Market purchases, when prices are above the
Real-Time energy price cap, in-state generators have an incentive to export
energy out of California.  Surrounding control areas can effectively park
that energy for resale to the CAISO Out-of-Market calls and return it to the
state."

Id. at p. 44.
28. Notably, the summer of 2000 witnessed an approximately 370% increase
in exports from  the California energy market, despite the very high prices
and short supplies that existed in the State.
  "Market power" is defined by the CAISO as the ability to
significantly influence market prices and cause them to vary from
competitive levels for a material period of time.  Generators and suppliers
(including defendants) can exercise market power by physically or
economically withholding electricity from the market, moving electricity out
of the California markets, and by pricing and bidding their resources in
ways that impede the efficiency of the market.

29. Notably, the California energy market consists of a relatively small
number of firms, some of which control a substantial fraction of the total
generating capacity.  The small number of suppliers facilitates the exercise
of  market power during periods of high demand, even when there is not a
true scarcity of available generating capacity.  In addition, the relatively
inelastic demand for energy further facilitates the exercise of such market
power.
B. Defendants' Improper Acts
30. Prior to May 22, 2000, the CAISO began supplying the Western Systems
Coordinating Council ("WSCC"), an organization consisting of electric
industry participants, including defendants, with real time industry data as
to electricity generating levels, known as metering data, and transmission
system flow data, known as scheduling data, pertaining to individual market
participants. Through the WSCC Internet web site, wholesale electricity
market participants, including defendants herein, were thereby given access
to real time data as to their competitors' actions, although access to such
data was forbidden by the ISO Tariff.  When requested by various
governmental entities, including the California Public Utilities Commission
("CPUC") the WSCC refused access.
/ / /
/ / /
/ / /
 31. CAISO/FERC Tariff section 10.2.6 states in relevant part;
Meter Data supplied by an ISO  metered entity shall be made available by the
ISO to the scheduling coordinator representing such ISO metered entity and
other authorized users identified in its meter services agreement, but shall
not be disclosed to any third party except as otherwise may be required by
law, FERC any local regulatory authority or other provision of this ISO
Tariff.

32. CAISO/FERC Tariff section 20.3.1 states in relevant part:

The ISO shall maintain the confidentiality of all of the documents, data and
information provided to it by any Market Participant that are treated as
confidential or commercially sensitive under Section 20.3.2; provided,
however, that the ISO need not keep confidential: (1) information that is
explicitly subject to data exchange through WEnet pursuant to Section 6 of
this ISO Tariff; (2) information that the ISO or the Market Participant
providing the information is required to disclose pursuant to this ISO
Tariff, or applicable regulatory requirements (provided that the ISO shall
comply with any applicable limits on such disclosure); or (3) information
that becomes available to the public on a non-confidential basis (other than
as a result of the ISO's breach of this ISO Tariff).

33. CAISO/FERC Tariff section 20.3.2 states in relevant part:

The following information provided to the ISO by Scheduling Coordinators
shall be treated by the ISO as confidential:

(a) individual bids for Supplemental Energy;

(b) individual Adjustment Bids for Congestion Management which are not
designated by the scheduling coordinator as available;

(c) individual bids for Ancillary Services;

(d) transactions between Scheduling Coordinators;

(e) individual Generator Outage programs unless a Generator makes a
change to its Generator Outage program which causes Congestion in the short
term (i.e. one month or less), in which case, the ISO may publish the name
of that Generator.

34. CAISO/FERC Tariff section 20.3.2 states in relevant part:

No Market Participant shall have the right hereunder to receive from the ISO
or to review any documents, data or other information of another Market
Participant to the extent such documents, data or information is to be
treated as in accordance with Section 20.3.2; provided, however, a market
Participant may receive and review any composite documents, data, and other
information that may be developed based upon such confidential documents,
data, or information, if the composite document does not disclose such
confidential data or information relating to an individual Market
Participant and provided, however, that the ISO may disclose information as
provided for in its bylaws.

 35. Part of the CAISO Tariff is the ISO Market Monitoring & Information
Protocol (MMIP).  The objective of this Protocol (MMIP) is to set forth the
workplan and rules under which the ISO will monitor the ISO markets to
identify abuses of market power.  The MMIP part of the tariff applies to all
ISO Market Participants, including Defendants.
36. MMIP Section 2.1.1. states in relevant part:
Anomalous market behavior, which is defined as behavior that departs
significantly from the normal behavior in competitive markets that do not
require continuing regulation or as behavior leading to unusual or
unexplained market outcomes.  Evidence of such behavior may be derived from
a number of circumstances, including:

MMIP 2.1.1.1  withholding of generation capacity under circumstances in
which it would normally be offered in a competitive market;

MMIP 2.1.1.2  unexplained or unusual redeclarations of availability by
Generators;

MMIP 2.1.1.3  unusual trades or transactions;

MMIP 2.1.1.4  pricing and bidding patterns that are inconsistent with
prevailing supply and demand conditions, e.g., prices and bids that appear
consistently excessive for or otherwise inconsistent with such conditions;
and

MMIP 2.1.1.5  unusual activity or circumstances relating to imports from or
exports to other markets or exchanges.

The Market Surveillance Unit shall evaluate, on an ongoing basis, whether
the continued or persistent presence of such circumstances indicates the
presence of behavior that is designed to or has the potential to distort the
operation and efficient functioning of a competitive market, e.g., the
strategic withholding and redeclaring of capacity, and whether it indicates
the presence and exercise of market power or of other unacceptable
practices.

37. MMIP Section 2.1.3 states in relevant part:

"Gaming", or taking unfair advantage of the rules and procedures set forth
in the PX or ISO Tariffs, Protocols or Activity Rules, or of transmission
constraints in periods in which exist substantial Congestion, to the
detriment of the efficiency of, and of consumers in, the ISO Markets.
"Gaming" may also include taking undue advantage of other conditions that
may affect the availability of transmission and generation capacity, such as
loop flow, facility outages, level of hydropower output or seasonal limits
on energy imports from out-of-state, or actions or behaviors that may
otherwise render the system and the ISO markets vulnerable to price
manipulation to the detriment of their efficiency.

 38. Market participants used their trade organization, the WSCC, to
share access to and use real time information, notwithstanding the fact that
its publication and use violated the  ISO's operating procedures, as set
forth in tariffs and protocols that were filed with and approved by FERC,
and by adoption made part of the contracts by  which defendants were
authorized to sell electricity to the PX.  Those tariffs and protocols
required that such data be kept confidential to prevent gaming the market
and not be used by market participants to engage in anti-competitive
behavior.
39. It has been reported in the Dow Jones Work. Com Newswire on October
19, 2000, that:
"Electricity generators may have used real-time plant activity reports from
the state's grid operator to their advantage in California's wholesale
electricity market, according to an official with the Western Systems
Coordinating Council.

 * * * * * * *

"At issue is real-time information the California Independent System
Operator provided the Western systems Coordinating Council, a governmental
[sic] organization that monitors electricity reliability in the western
U.S., about power plant activity in the state.

"The real-time information allows market participants . . . to access data
via an internet site that shows how much capacity a plant with more than 200
megawatts has online at any given moment. . . . .

"The information was intended to be used to monitor electric reliability on
the grid . . . .

"Last month, however, the ISO's attorneys alerted the WSCC that the 'data is
being used against them and to game the market,' according to Bill Commish,
director of dispatch with the WSCC.

 * * * * * *

"Commish said generators could use the information to withhold supply and
drive up power prices or to identify transmission congestion in a particular
region and use that to gouge customers.

"However, the ISO, which controls about 75% of the state's power grid and
real-time market, may have violated a FERC rule because it is required to
keep such information confidential for 90 days, an ISO attorney told the
WSCC.

"Beginning Monday, the ISO will no longer provide such information  to the
WSCC or other market participants."

 40. Starting on or about May 22, 2000, Defendants used such real time
data to exercise market power by, among other things, reducing their output,
strategically under-bidding supply to the forward markets, and exporting
electricity from the State in order to drive up the Real Time Market price
and other market prices.  As a direct result of their improper access to and
use of this information, the price of wholesale electricity spiked sharply
upwards on May 22, 2000 and has remained at artificially inflated prices
ever since.  FERC, CPUC, and CAISO Dept. of Market Analysis, have all now
concluded that market participants should be excluded from the CAISO board.
41. As noted in the North County Times on October 19, 2000:
"A case study of San Diego County's two big power plants has concluded that
they held back from full production of electricity in June, even as prices
skyrocketed and California's power manager was scrambling for supplies to
prevent blackouts.

"To the study's author . . . the low production in San Diego county is clear
evidence that the companies that generate and trade electricity in CA were
creating an artificial shortage to drive up prices.

 * * * * * *

McCullough's hour-by-hour analysis of power output for June found that the
Encina plant in Carlsbad generated 44 percent of the megawatt hours that it
could have during periods when prices were higher than the plant's cost of
production.  The South Bay power plant in Chula Vista generated 61 percent
of what would be expected under traditional economic theory.

Economists estimate it costs $45-$55 per megawatt hour to generate
electricity at the plants. The wholesale price in June averaged $120 per
megawatt hour.

A separate analysis conducted by the North County Times revealed "mysterious
cutbacks in Carlsbad during a heady market of sky-high prices."

 * * ** *

"Investigators and market analysts have documented extensive evidence that
electricity traders have waited until prices rose on California's market
this summer before they would commit their power plants to production."

"'We did see evidence of withholding in the bidding,' according to Jim
Detmers, the ISO's operations chief."

 42. In addition, defendants used such real time information about their
competitors to improperly withhold electrical supplies from the forward
markets operated by the PX in order to take advantage of the ISO's need to
balance supply and demand in the spot market and thereby benefit from the
single price auction system by obtaining the highest price paid at any given
period.  In addition, certain defendants sold or parked electricity with
affiliates in other states in order to artificially drive up prices in the
California markets.  They then sold that electricity back into the
California markets at the artificially inflated prices they had created.
These tactics forced buyers in the California wholesale electricity market
to purchase more than 30% of their electricity needs in the inflated Spot
Market, rather than the less than 5% that should be sold in that market. The
Spot Market was solely intended to satisfy last minute fluctuations in the
demand for energy.
C. Results of Defendants' Activities
43. From late May 2000 through the present, defendants' activities have
raised wholesale electricity prices to record levels, well above the rates
that would prevail in a competitive marketplace and disproportionate to the
costs of generating that electricity.  Those prices have resulted in an
approximate tripling of electricity rates in areas served by SDG&E, where
retail rates have been deregulated and represent in large part a pass
through of SDG&E's costs for such power, which it purchases from the
defendant generators and traders through the California Power Exchange.
44. As the Market Surveillance Committee ("MSC") of the CAISO concluded
in its September 6, 2000 Report ("the MSC Report"), during the months of May
and June 2000 revenues from the sale of ISO loads in the California energy
market were 37% and 182%, respectively, above the revenues that would have
been generated under competitive pricing conditions.    MSC Report at p. 2.
The MSC Report unambiguously concluded that market participants exercised a
"significant amount of  market power" in the California energy markets,
beginning as early as October 1999 and increasing dramatically during the
Class Period.  Id. at pp. 4, 15, 17.
45. The average market clearing price in California's wholesale markets
during August of 2000 was $166.24/MWh under moderate load conditions,
compared with $32.31/MWh a year earlier.  While load demand conditions in
California during August 2000 were slightly higher than in August 1999, they
were similar to those during August 1998 when prices were much lower.  Peak
demand in August 2000 was lower than in August of either of the prior two
years, negating representations by industry leaders that excessive demand
caused these price increases.  Indeed, some California electricity producers
were only running at 60% of capacity during the so-called emergency periods.

 46. These price hikes have even been effect during the middle of the
night, when electricity is abundant and demand is low.  Further, prices in
November 2000, when demand for electricity is much lower than during the
summer months, continue to be substantially in excess of the prior years'
levels and in excess of the levels that should prevail in a competitive
marketplace.
47. As a result of defendants' exercise of market power, they
artificially increased prices to record levels and have obtained huge
windfall profits.  As reported in the October 17, 2000 San Diego Union
Tribune,  analyst Anatol Feygin of JP Morgan estimated that electricity
industry profits from California for the 3 months ended September 30, 2000
could reach $6 billion, even after taking into account cost increases.
Feygin stated, "'The industry was literally at eight times the profitability
of last year . . .. that is a fortune.'"
48. Defendant Reliant has reported that its third quarter earnings will
top last year's figure by about $110 million.  Similarly, defendant Dynegy
reported an 83 percent increase in its third quarter 2000 income, as
compared to its third quarter 1999 figures.   Profits from Defendant
Dynegy's wholesale energy generating and trading division quadrupled to
$141.9 million, which represented 80 percent of Dynegy's overall profits.
"This is the most successful quarter in Dynegy's history", reported chairman
and chief executive officer, Charles 'Chuck' Watson.  Other defendants also
obtained large windfall profits during this period.
49. Prior to deregulation, the historical cost to produce a megawatt
hour of electricity in San Diego County was approximately $23-45 per MWh.
During the Summer of 2000, defendants' conduct caused the Real Time Market
price of wholesale electricity to frequently reach $750 per MWh, resulting
in an approximate tripling of SDG&E customers' bills.
50. In its Order issued on November 1, 2000, FERC concluded that
wholesale prices of electricity in California had been at "unjust and
unreasonable" levels during the Summer of 2000. CAISO and CPUC responses to
the November 1st FERC order both concluded that wholesale prices during
Summer 2000 were due to a substantial exercise of market power by generators
and traders.
 51. Plaintiffs and the class were injured by the manipulated and
inflated prices paid for wholesale electricity, including retail customers
of SDG&E since costs were fully passed through to them.  The CPUC's November
22, 2000 report to FERC concluded that the exercise of market power by
wholesale producers resulted in a $4 billion dollar overcharge for the
delivery of electricity to California during the summer of 2000.  Due to the
unlawful conduct alleged above, plaintiffs and the class paid approximately
$4 billion dollars more for electricity than they otherwise would have,
causing great hardship to numerous individuals and businesses. As
Congressman Brian Bilbray stated: "Every day that goes by you've got small
businesses bleeding to death.  People are literally dying financially from
this situation."  Work.com Newswire (10/21/00).
52. The improper sharing and use of real time wholesale electricity
generation and transmission data by defendants to withhold generation by
unplanned outages and to maintain bidding strategies which led to contrived
and artificial shortages, and other manipulative conduct, had the effect of
artificially inflating and maintaining wholesale electricity prices above
competitive prices allowing defendants to reap illegal profits amounting to
billions of dollars, at the expense of plaintiffs and the class.
 FIRST CAUSE OF ACTION
 Violation of Sections 16720 and 16726
 of the California Business and Professions Code
 Trust In Restraint of Trade or Commerce in Violation of the
Antitrust Act
 (Against All Defendants)

53. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
54. The Cartwright Act states, at o16726, that: "Except as provided in
this chapter, every trust is unlawful, against public policy and void."  A
trust is defined at o16720 as follows:
55. "A trust is a combination of capital, skill or acts by two or more
persons for any of the following purposes:
(a) To create or carry out restrictions in trade or commerce.

(b) To limit or reduce the production, or increase the price of
merchandise or of any commodity.

(c) To prevent competition in manufacturing, making, transportation,
sale or purchase of merchandise, produce or any commodity.

(d) To fix at any standard or figure, whereby its price to the public or
consumer shall be in any manner controlled or established, any article or
commodity of merchandise, produce or commerce intended for sale, barter, use
or consumption in this State.

(e) To make or enter into or execute or carry out any contracts,
obligations, or agreements of any kind or description, by which they do all
or any or any combination of the following:

 (1) Bind themselves not to sell, dispose of or transport any article or
any commodity or any article of trade, use, merchandise, commerce or
consumption below a common standard figure, or fixed value.

(2) Agree in any manner to keep the price of such article, commodity or
transportation at a fixed or graduated figure.

(3) Establish or settle the price of any article, commodity or
transportation between them or themselves and others, so as directly or
indirectly to preclude a free and unrestricted competition among themselves,
or any purchasers or consumers in the sale or transportation of any such
article or commodity.

(4) Agree to pool, combine or directly or indirectly unite any interests
that they may have connected with the sale or transportation of any such
article or commodity, that its price might in any manner be affected."

56. Plaintiffs and the Class are empowered by the Cartwright Act o16750
to commence a private action for up to three times their damages and
equitable relief due to the injuries they have suffered and continue to
suffer as a result of defendants' violations of the Antitrust Act.  The
Cartwright Act states:
Any person who is injured in his or her business or property by reason of
anything forbidden or declared unlawful by this chapter, may sue therefore
. . . and to recover three times the damages sustained by him or her,
interest . . . and preliminary or permanent injunctive relief . . . .

57. Plaintiffs and the Class, are "persons" within the meaning of the
Antitrust Act as defined in o16702.
58. Beginning on or about May 22, 2000, the exact date being presently
unknown to Plaintiffs, Defendants embarked on a conspiracy to make available
and use confidential real time industry data as to electrical generating,
power plant capacity, utilization, and outages through the WSCC, an
organization consisting of Defendants, and others, to inflate the market
prices of wholesale electricity, in restraint of trade and commerce in
California. As a result of these efforts, Defendants engaged in acts and
entered into Agreements, which  were intended to and have in fact restrained
trade and commerce in the California Power Exchange and other electricity
markets, in violation of the Antitrust Act, which violations are continuing
to the present day.
 59. The aforesaid acts, contracts, agreements, combinations and
conspiracies in restraint of trade or commerce have consisted of continuing
agreements, undertakings and concert of action among Defendants, the
substantial terms of which were to artificially limit the supply of
electricity to the California markets.  Through these acts and Agreements,
Defendants acted to set, raise and maintain the prices of electricity on the
Real Time Imbalance Market and other markets to wholesale purchasers of
electricity, and, indirectly and ultimately, to California consumers, at
supra-competitive prices.
60. Defendants successfully set, raised and maintained supra-competitive
wholesale prices for electricity beginning on May 22, 2000, to the customers
of the California Power Exchange.
61. Such overcharges were paid by consumers of electricity, such as
Plaintiff and the Class she seeks to represent.
62. Defendants' acts, contracts, agreements, combinations and
conspiracies were intended to restrain and did, in fact, restrain trade and
commerce in California during the Class Period.
63. Defendants' unlawful restraints of trade have had and, unless
enjoined, threaten to continue to have the following anti-competitive
effects, among others:
(a) Prices charged by Defendants for electricity to wholesale
purchasers, and, ultimately, to the customers of SDG&E in California have
been and will continue to be set, raised and maintained at artificially high
and non-competitive levels;

(b) Fair and equitable price competition for the supply of electricity
and retail and wholesale price levels for electricity have been restrained
and adversely affected; and

(c) Plaintiff and other Class members have been deprived of the benefit
of free and open competition in the electricity market in California.

64. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
Defendants' unlawful conduct.
65. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
66. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade violate the Antitrust Act.  Accordingly,
Plaintiff and the Class seek three times their damages caused by Defendants'
violations of the Antitrust Act and a permanent injunction enjoining
Defendants' continuing violations of the Cartwright Act.
/ / /
 SECOND CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Violations of the Antitrust Act
(against all defendants)

67. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
68. The Unfair Trade Practices Act prohibits all unfair competition,
which is defined as "any unlawful, unfair or fraudulent business act or
practice," and includes violations of the Cartwright Act,  oo16700 et seq.
of the B&P Code.
69. As alleged hereinabove, beginning as early as May, 2000, defendants
unlawfully conspired, agreed, arranged and combined to prevent and restrain
competition for the sale of electricity, in violation of oo 16700 et seq.
and oo 17200 et seq. of the B&P Code.
70. Pursuant to B&P Code oo 17200 et seq., Plaintiff brings this action
seeking injunctive relief to enjoin defendants' unfair trade practices and
requiring defendants' disgorgement of all monies obtained by virtue of their
violations of the Cartwright Act as described hereinabove.
71. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
defendants' unlawful conduct.
72. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
73. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade and free and open competition, alleged
herein, violate the Antitrust Act.  Accordingly, Plaintiff and the Class
seek restitution and disgorgement by defendants to the Class of all monies
obtained by defendants' acts of unfair competition with respect to the
contract, conspiracy, combination and trust, and a permanent injunction
enjoining defendants' continuing violations of the Cartwright Act.
/ / /
/ / /
 THIRD CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Defendants' Unfair Business Acts and Practices
In Charging Unjust and Unreasonable Rates
(against all defendants)

74. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
75. Section 17200 et seq. of the California Business & Professions Code
prohibits acts of unfair competition, which include any "unlawful, unfair,
or fraudulent business act or practice and unfair, deceptive, untrue or
misleading advertising".
76. The Defendants consistently engaged in numerous acts of  "unfair
competition", as more fully described above, by inter alia, manipulating the
price of wholesale electricity in the California markets.
77. In addition, pursuant to the Federal Power Act:
"All rates and charges made, demanded, or received by any public utility for
or in connection with the transmission or sale of electric energy subject to
the jurisdiction of the Commission . . . shall be just and reasonable and
any such rate or charge that is not just and reasonable is hereby declared
to be unlawful."

16 U.S.C. Section 824d(a).

78. Defendants are public utilities within the term as used in the
foregoing statute.
79. The FERC has specifically found that the prices defendants charged
for the wholesale electricity they sold in the California markets during the
Class Period were in fact unjust and unreasonable.  The California Public
Utilities Commission has determined that said unjust and unreasonable prices
resulted from the exercise of market power by generators and traders in the
California wholesale electricity market.
80. As a result of the conduct described above, the  defendants
unlawfully acquired money and property from Plaintiff and the Class and have
been and will be unjustly enriched at the expense of Plaintiff and the
members of the Class.  Specifically, defendants have deprived Plaintiff and
the Class of billions of dollars in monies from the sale of electricity at
unjust, excessive, and manipulated prices.
/ / /
 81. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
restoring to them all money wrongfully taken from them and allowing them a
claim in the full amount of all of defendants' ill-gotten gains, so as to
restore any and all monies to Plaintiff and the members of the Class and the
general public, which were acquired and obtained by means of such unfair and
deceptive acts and practices.
82. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
providing appropriate equitable and/or injunctive relief restraining
defendants from charging unjust and unreasonable rates and from manipulating
the electricity markets.
 FOURTH CAUSE OF ACTION
 Violations of the Consumers Legal Remedies Act
 (Against All Defendants)

83. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
84. Such acts and practices by defendants violate the Consumer Legal
Remedies Act, Civil Code Section 1750, et seq.  Defendants' acts warrant
appropriate injunctive and declaratory relief, including an injunction
restraining them from charging unjust and unfair rates or manipulating the
market for electricity.
FIFTH CAUSE OF ACTION
Unconscionability
(Against All Defendants)

85. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
86. Defendants charged rates for wholesale electricity that were
unconscionable given their cost of production, the newly emergent markets
for that product, and the consumers' need for electrical power.
87. Defendants' rates were  inherently  excessive, invalid and
unconscionable, particularly in light of the deceptive and manipulative
practices they used to inflate the market prices and the vital need
consumers and businesses have for electrical power.
/ / /
 88. Defendants' unconscionable prices were passed through to Plaintiff
and the majority of the Class in the retail electricity rates charged by
SDG&E and thereby directly damaged Plaintiff and the Class.
 VI.
 PRAYER FOR RELIEF

WHEREFORE, Plaintiff and the Class pray for judgment against defendants as
follows:
(a) That the Court determine that this action may be maintained as a
class action and direct that reasonable  notice of this action be given to
the members of the Class;
(b) That the combination, contract, arrangement, agreement, conspiracy
and trust alleged herein be adjudged and decreed to be an unreasonable
restraint of trade in violation of Sections 16720 and 16726 of the
California Business and Professions Code;
(c) That damages be granted according to proof, and that Plaintiff and
the Class be awarded treble damages or statutory damages, where applicable,
attorneys' fees, costs and disbursements;
(d) That Plaintiff and the Class be awarded pre- and post-judgment
interest;
(e) That the Court enter appropriate injunctive and other equitable
relief, including the disgorgement of defendants' unlawful profits; and
(f) That Plaintiff and the Class have such other and further relief as
the Court may deem just and proper under the circumstances.
Dated: November 27,  2000     KRAUSE &
KALFAYAN

_______________________________
James C. Krause, Esq.
Ralph B. Kalfayan, Esq.
Patrick N. Keegan, Esq.
Stephen W. Poirier, Esq.
Attorneys for Plaintiff

OF COUNSEL:
David B. Zlotnick, Esq., SBN 195607
Attorney at Law
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 2

-----Original Message-----
From: Mark.Palmer@enron.com [mailto:Mark.Palmer@enron.com]
Sent: Wednesday, November 29, 2000 8:44 AM
To: Leopold, Jason
Subject: Re: FW: ANNOUNCEMENT: Notice of Press Conference today

Got the announcement.  Can you forward the complaint (suit) as an
attachment?

Mark


Gerry,

Let me review my calendar in the beginning of the next year and I shall
E-mail you
with a suggested date. My assistant will update my schedule for 2001 in the
first week
of January and I shall be able to select a date for ypur presentaton.

Vince Kaminski

"Sheble, G.B." <gsheble@iastate.edu> on 12/21/2000 10:43:50 AM
To: "'Vince.J.Kaminski@enron.com'" <Vince.J.Kaminski@enron.com>
cc:
Subject: RE: Hello

Dear Mr. Kaminski

Please excuse the cancellation due to illness.  The students do not care who
they infect near the end of the semester, they just want to get done!

Here is my available schedule for next year.  I am now overloaded next week
with tasks to complete the semester.  I do hope that we can reschedule
during the first quarter next year.

I would note that my schedule is most free for Thursday or Friday.  I could
fly out late Wednesday night.

Cordially,

Gerry

Teaching Schedule
M 11-12
T and R 10-12 and 2-4
T 12-2 EP&ES Seminar
M 6-8
T 6-8
W 6-8
(R=Thursday)
Workshops:
Jan 12-13 Des Moines
Jan 26-27 Des Moines
Feb 9-10  Des Moines

IEEE WPM Conference
Feb 28-31 Columbus, Ohio


Fuel is retained in kind from the shippers.
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)


Attached are electronic versions of the final docs for the CA Development
transactions. If there are no other comments we will get the Enron
signatures.  How many originals are needed?

Noticed was faxed to the Admin Agent this am.

Please let me know if you have any questions.

Kay


Family fun

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ja


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thought you might appreciate
---------------------- Forwarded by Eric Bass/HOU/ECT on 05/19/2000 01:26 PM
---------------------------
   Hector Campos                05/19/2000 10:20 AM

To: Brian Hoskins/HOU/ECT@ECT, Eric Bass/HOU/ECT@ECT, Lenine
Jeganathan/HOU/ECT@ECT
cc:
Subject: Breast Implants

http://www.theonion.com/onion3618/wdyt_3618.html


Mark:
I just wanted to update you on where things stand currently with respect to
the Domain Name Transfer Agreement that we are negotiating with Risk
Management Solutions, Inc.  After visiting with Scott about the reps and
warranties, he became concerned about the overall scope of the agreement and
in particular, what in addition to the URL domain name (weather-desk.com) EEL
was being asked to transfer and the restrictions that RMS wanted to place on
EEL with respect to this Domain Name and "any variations thereof."   We went
back to RMS and told them basically that all we were willing to do was
transfer them the URL domain name with no strings attached.  I'm not sure
that this will be acceptable to them given their future intentions which is
to acquire from another third party the name "weatherdesk.com" , register it
and use it with respect to the products that they offer.

All of these discussions that we have had over the past week with respect to
our domain name have lead Seth, Scott and I to question what Enron's intent
is with respect to the name or any variations thereof given the fact that
according to Scott we have submitted applications to register similar names.
We were hoping that you could help us answer this question or at least lead
us to the right people that could.  It seems odd that we would be wiling to
transfer this name and yet feel that it is important to pursue registering
these other names.  I look forward to hearing from you.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)


Bill:
This looks fine to me.
Carol


Please print the black line and put with the binder you are building.
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/09/2000 12:00
PM ---------------------------

"FAYE STEDMAN" <STEDF@andrews-kurth.com> on 10/25/2000 07:56:01 PM
To: <kay.mann@enron.com>
cc: "PAUL PIPITONE" <PIPIP@andrews-kurth.com>

Subject: ABB Transformer Purchase and Sale Agreement

Attached please find a clean copy of the ABB Transformer Purchase and Sale
Agreement as well as a blackline to show changes made from the WESTLB/ABB
Agreement.  Sorry for the delay in getting this to you. We have had to delete
the table of contents from the clean version in order to get this to you in a
timely fashion.  A completed version will be forthcoming sometime tomorrow.

If you have any questions or comments, please contact me at (202) 662-2780.

 - WESTLB-ABBblk.doc
 - WEST-LB-ABBcln.DOC


Mary:
These agreements are acceptable.  Please sign the give up agreements with
Banc One.
John

MARY COOK
07/19/2000 02:30 PM
To: John Arnold/HOU/ECT@ECT, Sarah Wesner/Corp/Enron@Enron
cc:
Subject: Give Up Agreements:  Banc One

I have received the executed counterparts of the Give Up Agreements from Banc
One for our signature contemplating several executing brokers.  It is my
understanding that trades were recently pulled from Banc One and therefore,
these agreements may not now be warranted.   John, please advise me regarding
whether you will want to sign these agreements with Banc One or not.  Thank
you.  Mary Cook  ENA Legal


Dear Board of Directors,
The material for the meeting is attached and a printed copy should be in your
offices on Monday.  The material for the book was delayed to include one of
the reports, which completed by the task force yesterday night.  The .pdf
version attached here, will be posted and can be navigated easily using
bookmarks.  It is 40 pages in length, with six sections.  Please feel free to
call if you have any questions on the material.  Best Regards,  Rae

 - book0003.PDF


This morning, we announced an offer to acquire London-based MG plc, one of
the world,s leading metals marketers, for $446 million.  We have been
monitoring the global metals market for several years, and we believe that
now is the right time to enter this $120 billion market.  We are confident
that our successful business model, which we have proven in the natural gas
and electricity markets, gives us a tremendous advantage in a market that is
undergoing fundamental change.

Our offer to acquire MG plc has been unanimously recommended by MG plc,s
board of directors, and we expect to close the transaction by early third
quarter of this year, following shareholder and customary regulatory
approvals.

MG plc is a leading independent company in global non-ferrous metals trading
and marketing and the only such company that is publicly traded.
Headquartered in London with major offices in New York and Frankfurt, MG plc
has 330 employees in 14 countries.  It is the world,s leading copper
merchant, one of the top three merchants of copper concentrates and nickel,
and a leading European merchant of recycled metal.  Other products that MG
plc markets include aluminum, lead, tin, zinc, brass and stainless steel.

This transaction provides Enron with access to new customers and enables
cross-marketing opportunities.  We plan to sell Enron energy products to MG
plc customers and offer bundled products combining metals and power
outsourcing.  Enron will help producers and consumers manage the risks
inherent in volatile raw materials and energy markets, and we will improve
commodity prices for both buyers and sellers.

MG plc,s existing market-making capabilities and market knowledge provide an
immediate platform upon which to overlay Enron,s proven ability to offer
innovative e-commerce-enabled services to commodity-based industries.  Our
new metals business will be integrated into our wholesale business by Enron
Europe CEO John Sherriff, who will work closely with Enron Net Works CEO Greg
Whalley.


Gregg,

Sorry, I thought Suzanne had confirmed it. We are on for 330.  I can call you.

Kay

From: Gregg Penman on 11/01/2000 09:49 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: conference call

is there a call in # for the 3:30 or will you be initiating it?

Gregg


As some of you may have already heard, I am no longer
working with Barrett Resources, as of the end of business
November 6th. If any of you need to reach me or have any
questions, I can be reached at Miller's Home
Remodeling...hahahaha
(303) 469-3372, mobile (720) 291-8305
or email address:  bmmiller@uswest.net

I have enjoyed working with all of you.  Thank you for your
business and support over the years.  I look forward to
working with all of you again in the near future.

Sincerely,
Matt Miller


Kim,

Per your request, attached are redlined and clean version of the executable
version of the (a) Schedule to the ISDA Master Agreement, and (b) Paragraph
13 to the ISDA Credit Support Annex.

Please advise if all is OK, so that we may fax signature pages for immediate
execution.

Thanks.

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


---------------------- Forwarded by Rosalee Fleming/Corp/Enron on 12/13/2000
05:59 PM ---------------------------

Kathy Mayfield
12/13/2000 05:02 PM

To: Rosalee Fleming/Corp/Enron@ENRON
cc:
Subject: Thank you for the Charitygift

---------------------- Forwarded by Kathy Mayfield/Corp/Enron on 12/13/2000
04:38 PM ---------------------------

bill_morgan@kindermorgan.com on 12/13/2000 04:34:58 PM
To: kathy.mayfield@enron.com
cc:

Subject: Thank you for the Charitygift

Thank you for the Charity Gift Card.  I decided to donate the gift to the
Depelchin Children's Center.


Another update to slide 8.

Thanks,

Sharon


Thank you for relaying the message.
We are all riveted to the news as well.  From a window down the hall, I saw the second trade tower collapse.  It is truly horrible.  Many people have left the office, but those who live outside of Manhattan are stuck here.  I'm still here, waiting to hear the whereabouts of my husband who was en route to court in Brooklyn this morning, before walking home to the upper west side.
Be well.

>>> "Taylor, Mark E (Legal)" <Mark.Taylor@ENRON.com> 09/11/01 11:05AM >>>
Hi Kayalyn - Linda asked me to forward this - I'm at my company's office
in London.

Am unable to call NYC from London - all lines busy.  I received your fax
and it looks fine.  I don't understand the last sentence of section 6.3
because of the cross reference to section 10.3.  Please check the cross
reference to section 10.3.  Thanks.

Linda

p.s. -- if you can get through you can reach me at:
Hotel - 44 (207)491-7282 (phone)
44 (207)491-7281 (fax)
Cell phone 44 7881 500 471

Hope everyone is ok - we are watching on CNN.

Mark Taylor
Vice President and General Counsel
Enron Wholesale Services
(713)853-7459

**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you.
**********************************************************************


Southern Cone Risk Management

 Martha Stevens  x34742

Sitara Development

 Tom Engel  x31488
 Russ Severson  x37386
 Bill Kasemervisz x57579
 Hunaid Engineer x37913

SRM


-----Original Message-----
From: 	Beck, Sally
Sent:	Monday, October  22, 2001 3:00 PM
To:	Koenig, Mark
Subject:	EOL Transcation Counts - 10/22/01

This is mid-day info from EOL trades today, compared to a full day recap for the same time last month.  We can recap for you at end of day, if you would like.  We chose counterparties that execute energy derivative transactions via EOL who have debt ratings that are higher than those of Enron. We can give you a complete recap at end of day.

Bill Bradford in Credit would be the likely party to be fielding questions from counterparties on credit questions.  If you have not talked with him, I would suggest that you do so.

Sally W. Beck
Chief Operating Officer
Enron Net Works LLC

713-853-5926
sally.beck@enron.com

 -----Original Message-----
From: 	Puthigai, Savita
Sent:	Monday, October  22, 2001 2:39 PM
To:	Beck, Sally
Subject:	Transaction Counts

Counterparty				9/21/01		10/22/01

J Aaron					47		145
Coral Energy				23		59
Bank Of America			11		31
BNP Paribas				4		21
Deutsche Bank				8		5
AIG Energy Trading			2		4
Chase Manhattan			13		2


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 07/26/2000
08:22 AM ---------------------------

Stinson Gibner
07/25/2000 05:38 PM
To: Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: Offsite Agenda - Stinson


I think I'm going to be in NYC tomorrow, otherwise I'd say  your place.  I'll
find out what Neil thinks.

Thanks,

Kay

"Brashear, Charlotte" <cbrashear@velaw.com> on 01/22/2001 11:22:13 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:

Subject: RE: Feb 2

   Sounds fine.  It's on my book.  Tomorrow, do you want me to take him
home or to my apartment.  I promised him something fun.

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, January 22, 2001 11:12 AM
To: cbrashear@velaw.com
Subject: Feb 2

Hi Charlotte,

We've been invited to someone's house for dinner on Feb 2.  Can you take
care of Michael?  The dinner is in River Oaks, so we could just drop him
off.

Michael  got a hair cut this weekend.  I think it makes him look taller.  I
wish it worked that way for me!  It is very short, and I think very cute.

Kay
          ++++++CONFIDENTIALITY NOTICE+++++
The information in this email may be confidential and/or privileged.  This
email is intended to be reviewed by only the individual or organization
named above.  If you are not the intended recipient or an authorized
representative of the intended recipient, you are hereby notified that any
review, dissemination or copying of this email and its attachments, if any,
or the information contained herein is prohibited.  If you have received
this email in error, please immediately notify the sender by return email
and delete this email from your system.  Thank You


I am pleased to introduce you to Crystal Hyde and Fredrik Erisson. They are
both joining are team as Analyst's working for JonAlan's group.

Crystal Hyde comes to us from Houston where she worked in risk on the gas
desk.  Fredrik Eriksson is from Sweden and just finished up his degree at the
University of Portland. They are both excited to be in Portland and look
forward to working with everyone.  If you have an opportunity, please
introduce yourself  and make them feel welcome.

Thanks,

Jessica


The Global Gas Pipeline group is looking to trade gas transportation on
EnronOnline.  The Initial products are expected to be day ahead and rest of
the month transportation. Houston PipeLine and Northern Natural Gas Pipeline
will be the initial pipelines posting bids and offers. The expected date of
launch  is 8/23/00. We do not have the GTC or Product descriptions yet.  I
will forward those to you'll as soon as I have them. In the meantime if
you'll could please let me know if there are any legal, credit , tax, risk,
and other concerns we should be addressing. Thanks a lot.

Savita


> Thought you would find this of interest...
>
>
> >I'm a Bad American:  Date: Fri, 29 Jun 2001
> >
> >Written by Ted Nugent, the rock singer and hunter/naturalists, upon
> >hearing that California Senators B. Boxer and D. Feinstein denounced
> >him for being a "gun owner" and a "Rock Star".  This was his response
> >after telling the senators about his past contributions to children's
> >charities and scholarship foundations which have totaled more than
> >$13.7 million in the last 5 years!!
> >
> >~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
> >
> >I'm a Bad American-this pretty much sums it up for me.  I like big
> >trucks, big boats, big houses, and naturally, pretty women.  I
> believe
> >the money I make belongs to me and my family, not some midlevel
> >governmental functionary with a bad comb-over who wants to give it
> away
>
> >to crack addicts squirting out babies.  I don't care about appearing
> >compassionate.  I think playing with toy guns doesn't make you a
> >killer. I believe ignoring your kids and giving them Prozac might.  I
> >think I'm doing better than the homeless.  I don't think being a
> >minority makes you noble or victimized.  I have the right not to be
> >tolerant of others because they are different, weird or make me mad.
> >This is my life to live, and not necessarily up to others
> expectations.
>
> >I know what SEX is and there are not varying degrees of it.
> >
> >I don't celebrate Kwanzaa.  But if you want to that's fine; I just
> >don't feel like everyone else should have to.  I believe that if you
> >are selling me a Dairy Queen shake, a pack of cigarettes, or hotel
> room
>
> >you do it in English. As of matter of fact, if you are an American
> >citizen you should speak English.  My uncles and forefathers
> shouldn't
> >have had to die in vain so you can leave the countries you were born
> in
>
> >to come disrespect ours, and make us bend to your will.  Get over it.
> >
> >I think the cops have every right to shoot your sorry butt if you're
> >running from them after they tell you to stop.  If you can't
> understand
>
> >the word 'freeze' or 'stop' in English, see the previous line.  I
> don't
>
> >use the excuse "it's for the children" as a shield for unpopular
> >opinions or actions.  I know how to count votes and I feel much safer
> >letting a machine with no political affiliation do a recount when
> >needed.  I know what the definition of lying is, and it isn't based
> on
> >the word "is"-ever.
> >
> >I don't think just because you were not born in this country, you
> >qualify for any special loan programs, gov't sponsored bank loans,
> >etc., so you can open a hotel, 7-Eleven, trinket shop, or any thing
> >else, while the indigenous peoples can't get past a high school
> >education because they can't afford it.  I didn't take the initiative
> >in inventing the Internet.
> >
> >I thought the Taco Bell dog was funny. I want them to bring back safe
> >and sane fireworks.  I believe no one ever died because of something
> >Ozzy Osbourne, Ice-T or Marilyn Manson sang, but that doesn't mean I
> >want to listen to that junk from someone else's car when I'm stopped
> at
>
> >a red light.  But I respect your right to.
> >
> >I think that being a student doesn't give you any more enlightenment
> >than working at Blockbuster or Jack In The Box.  I don't want to eat
> or
>
> >drink anything with the words light, lite or fat-free on the package.
>
> Our soldiers did not go to some foreign country and risk their lives
> in
> vain and defend our Constitution so that decades later you can tell me
> it's a living document ever changing and is open to interpretation.
> The
> guys who wrote it were light years ahead of anyone today, and they
> meant
> what  they said - now leave the document alone, or there's going to be
> trouble.
> >
> >I don't hate the rich.  I help the poor.  I know wrestling is fake.
> >I've never owned, or was a slave, and a large percentage of our
> >forefathers weren't wealthy enough to own one either. Please stop
> >blaming me because some prior white people were idiots - and
> remember,
> >tons of white, Indian, Chinese, and other races have been enslaved
> too
> >- it was wrong for every one of them.
>
> I believe a self-righteous liberal with a cause is more dangerous than
> a
> Hell's Angel with an attitude.
>
> I want to know exactly which church is it where the "Reverend" Jessie
> Jackson preaches; and, what exactly is his job function.
>
> I own a gun, you can own a gun, and any red blooded American should be
> allowed to own a gun, but if you use it in a crime, then you will
> serve
> the time.
> >
> >I think Bill Gates has every right to keep every penny he made and
> >continue to make more.  If it makes you mad, then invent the next
> >operating system that's better and put your name on the building.
> Ask
> >your buddy that invented the Internet to help you.
>
> I don't believe in hate crime legislation.  Even suggesting it makes
> me
> mad.
>   You're telling me that someone who is a minority, gay, disabled,
> another nationality, or otherwise different from the mainstream of
> this
> country has more value as a human being that I do as a white male.  If
> someone kills anyone, I'd say that it's a hate crime.  We don't need
> more laws!  Let's enforce the ones we already have.
> >
> >I think turkey bacon, turkey beef, turkey fake anything sucks.
>
> I believe that it doesn't take a village to raise a child-it takes a
> parent with the guts to stand up to the kid and spank his butt and say
> "NO!" whenit's necessary to do so.
>
> I'll admit that the only movie that ever made me cry was Ole Yeller. I
> didn't realize Dr. Seuss was a genius until I had a kid.
> >
> >I will not be frowned upon or be looked down upon or be made to keep
> >silent because I have these beliefs and opinions.  I thought this
> >country allowed me that right.  I will not conform or compromise just
> >to keep from hurting somebody's feelings.  I'm neither angry nor
> >disenfranchised, no matter how desperately the mainstream media would
> >like the world to believe otherwise.
> >
> >Yes, I guess by some people's definition, I may be a bad American.
> But
>
> >that's tough!!
>
>
>
> _________________________________________________________________
> Get your FREE download of MSN Explorer at
> http://explorer.msn.com/intl.asp
>
>
>


---------------------- Forwarded by Darron C Giron/HOU/ECT on 04/20/2001
12:46 PM ---------------------------
From: Veronica Espinoza/ENRON@enronXgate on 04/20/2001 10:13 AM
To: Janie Aguayo/HOU/ECT@ECT, Diane Anderson/NA/Enron@Enron, Derek
Bailey/Corp/Enron@ENRON, David Baumbach/HOU/ECT@ECT, Jean Bell/HOU/ECT@ECT,
Patricia Boulanger/CAL/ECT@ECT, Bob Bowen/HOU/ECT@ECT, Julie
Brewer/NA/Enron@Enron, Lesli Campbell/ENRON@enronXgate, Celeste
Cisneros/NA/Enron@Enron, Sharon Crawford/CAL/ECT@ECT, Richard
Deming/NA/Enron@Enron, Russell Diamond/ENRON@enronXgate, Cindy
Feldman/CAL/ECT@ECT, Darron C Giron/HOU/ECT@ECT, Veronica
Gonzalez/ENRON@enronXgate, Jeffrey C Gossett/HOU/ECT@ECT, Walter
Guidroz/ENRON@enronXgate, Larry Joe Hunter/HOU/ECT@ECT, Kam
Keiser/HOU/ECT@ECT, Phillip M Love/HOU/ECT@ECT, Errol
McLaughlin/Corp/Enron@ENRON, Nidia Mendoza/ENRON@enronXgate, Tom
Moran/ENRON@enronXgate, Bianca Ornelas/NA/Enron@Enron, Leslie
Reeves/HOU/ECT@ECT, Tanya Rohauer/ENRON@enronXgate, Dianne Seib/CAL/ECT@ECT,
Linda Sietzema/CAL/ECT@ECT, Kim S Theriot/HOU/ECT@ECT, Ellen
Wallumrod/NA/Enron@ENRON, Melinda Whalen/CAL/ECT@ECT, Tiffany
Williams/NA/Enron@Enron
cc:
Subject: Credit Report--4/20/01


FYI.  Seems like we've given the Governor quite a bit up to this point, but
there may be some good reasons to, as they say, keep on giving.  Perhaps we
can discuss further as part of our meeting on Monday.

Best,
Jeff

	"Katie Kaplan" <kaplan@iepa.com>
	10/27/2000 06:20 PM
	Please respond to kaplan

		 To: "Eric Eisenman" <eric.eisenman@neg.pge.com>, "Allen Jensen"
<al.jensen@nrgenergy.com>, "Andy Gilford" <agilford@wbcounsel.com>, "Armen
Arslanian" <Armen.Arslanian@gecapital.com>, "Bill Adams" <sangorgon@aol.com>,
"Bill Barnes" <bill.barnes@lgeenergy.com>, "Bill Carlson" <wcarlson@wm.com>,
"Bill Woods" <billw@calpine.com>, "Bo Buchynsky" <BBuchynsky@aol.com>, "Bob
Ellery" <bellery@spi-ind.com>, "Bob Escalante" <rescalante@riobravo-gm.com>,
"Carolyn Baker" <cabaker@duke-energy.com>, "Cody Carter"
<cody.carter@williams.com>, "Curt Hatton" <curt.hatton@gen.pge.com>, "Curtis
Kebler" <curtis_l_kebler@reliantenergy.com>, "Dave Parquet"
<dparque@ect.enron.com>, "Dean Gosselin" <dean_gosselin@fpl.com>, "Diane
Fellman" <difellman@energy-law-group.com>, "Don Scholl" <PurEnergyI@aol.com>,
"Duane Nelsen" <dnelsen@gwfpower.com>, "Ed Maddox"
<emaddox@seawestwindpower.com>, "Edward Lozowicki"
<elozowicki@sjo.coudert.com>, "Edwin Feo" <efeo@milbank.com>, "Frank DeRosa"
<frank.derosa@gen.pge.com>, "Frank Misseldine"
<fmisseldine@caithnessenergy.com>, "Glen Sheeren" <gsheere2@iccnet.com>,
"Graeme Donaldson" <GDonald386@aol.com>, "Greg Blue" <gtbl@dynegy.com>, "Hal
Dittmer" <hedsf@aol.com>, "Hap Boyd" <rboyd@enron.com>, "Jack Pigott"
<jackp@calpine.com>, "James Bishop" <jim_bishop@msn.com>, "Jane Luckhardt"
<jluckhardt@dbsr.com>, "Jeff Dasovich" <jdasovic@enron.com>, "Jim Hinrichs"
<jmhpower@aol.com>, "Jim Willey" <elliottsa@earthlink.net>, "Joe Greco"
<joe.greco@uaecorp.com>, "Joe Ronan" <joer@calpine.com>, "John McConomy"
<john.mcconomy@us.pwcglobal.com>, "John Prevost" <plenv01@northcoast.com>,
"John Stout" <John_H_Stout@reliantenergy.com>, "John Wood" <jwood@sithe.com>,
"Jonathan Weisgall" <jweisgall@aol.com>, "Jorn Larsen"
<JornL@forasenergy.com>, "Kathryn Lynch" <Lynch@sl.net>, "Ken Hoffman"
<khoffman@caithnessenergy.com>, "Ken Salvagno" <kbssac@aol.com>, "Kent
Fickett" <kfickett@usgen.com>, "Kevin Williams" <kwilliams@envres.org>, "Lynn
Lednicky" <lale@dynegy.com>, "Marc Tompkins" <marc.tompkins@bently.com>,
"Marty McFadden" <marty_mcfadden@ogden-energy.com>, "Merrill Kramer"
<mkramer@akingump.com>, "Mike Hawkins" <hawkins@2000energy.com>, "Milt
Schultz" <bfpjv@c-zone.net>, "Nam Nguyen" <nam.nguyen@powersrc.com>, "Paula
Soos" <paula_soos@ogden-energy.com>, "Randall Kob"
<randall.kob@prudential.com>, "Randy Hickok" <rjhickok@duke-energy.com>, "Rob
Lamkin" <rllamkin@seiworldwide.com>, "Robert Frees" <freesrj@apci.com>,
"Roger Pelote" <rpelote@energy.twc.com>, "Scott Noll"
<snoll@thermoecotek.com>, "Stan Marks" <Stan.marks@nrgenergy.com>, "Steve
Iliff" <siliff@riobravo-gm.com>, "Steve Ponder" <steve_ponder@fpl.com>, "Sue
Mara" <smara@enron.com>, "Tandy McMannes" <mcmannes@aol.com>, "Thomas Heller"
<hellertj@apci.com>, "Tony Wetzel" <twetzel@thermoecotek.com>, "Trond
Aschehoug" <taschehoug@thermoecotek.com>, "Ward Scobee"
<wscobee@caithnessenergy.com>, "William Hall" <wfhall2@duke-energy.com>,
"Steven Kelly" <steven@iepa.com>, "W. Hyde Richard" <RWHYDE@duke-energy.com>,
"Stephanie-Newell" <stephanie-newell@reliantenergy.com>, "Russo Tony"
<trusso@mcnallytemple.com>, "Ross Tom" <Tross@mcnallytemple.com>, "Ron Tom"
<Rtom@govadv.com>, "Roger Pelote" <roger.pelote@williams.com>, "Norton Kelli"
<knorton@mcnallytemple.com>, "McNally Ray" <rmcnally@mcnallytemple.com>,
"Marty Wilson" <mwilson@pstrategies.com>, "Mark Smith"
<Mark_J_Smith@fpl.com>, "Karen Edson" <kedson@ns.net>, "Julia Wright"
<jwright@smithandkempton.com>, "Julee Malinowski-Ball" <jmball@ns.net>, "Jan
Smutny-Jones (E-mail)" <smutny@iepa.com>, "Frazier Baylock"
<Frayblay@aol.com>, "Ed Tomeo" <ed.tomeo@uaecorp.com>, "Douglas Kerner"
<dkk@eslawfirm.com>, "DJ Smith" <djsmith@smithandkempton.com>, "Dennis Price"
<priced@epenergy.com>, "Colleen Holm" <colleen.holm@neg.pge.com>, "C Williams
Thomas" <tcwillia@duke-energy.com>, "Bill Carlson"
<william_carlson@wastemanagement.com>, "B Brown Andy"
<andybrwn@earthlink.net>, "Kassandra Gough" <kgough@calpine.com>
		 cc:
		 Subject:

Greetings:

IEP will be hosting a dinner for California Governor Gray Davis on Thursday,
December 7, 2000 at the historic Julia Morgan House in Sacramento. We will
be targeting to raise at least $100,000 so company contributions will range
from $10,000-$20,000 per person ($10k minimum per person) depending on the
number of respondents.  We have already received firm commitments from 3
companies.

If you are interested in attending please e-mail me as soon as possible.  A
formal invitation will follow to those who respond.

We need responses or direction by no later than COB on Monday, October 30,
2000.

Please contact me with any questions.

Thank you,
Katie Kaplan
Manager of Policy
IEP
(916) 448-9499


USCAA Track & Field Championships, June 9, 2001
The Enron Running Club is seeking runners, sprinters, discus & shot put throwers, and high jumpers & long jumpers to compete in the annual USCAA Track & Field Championships on Saturday, June 9th at Rice University.  Participate in co-ed track relays & field events of all ages and abilities; showcase your energy and talents in a challenging, competitive, and fun environment; participate in an Enron tradition since 1994; experience teambuilding and camaraderie like never before!  For more information or to sign up, contact Cindy Richardson at x3-4770 or sprint to:  http://home.enron.com:84/erc/index.html

Heights Fun Run 5K
Join the Enron Running Club at the Heights Fun Run 5K benefiting The Houston Heights Association's Community Projects scheduled for Saturday, June 2nd.  If you're interested in running or volunteering your time, please contact Cindy Richardson at 713-853-4770 or Kelly Lombardi at 713-345-5841.  For more information, run to: http://home.enron.com:84/erc/index.html.

Dad's Day 5K
Join the Enron Running Club at the Dad's Day 5K and 1 Mile Family Walk benefiting The Prostate Cancer Research and Awareness scheduled for Saturday, June 2nd.  If you're interested in running or volunteering your time, please contact Cindy Richardson at 713-853-4770 or Kelly Lombardi at 713-345-5841.  For more information, run to: http://home.enron.com:84/erc/index.html.

Stop by for some Texan BBQ, fresh air and Entertainment at Antioch Park

The Assist The Officer Foundation (ATO), a non-profit organization working independently,  is inviting all Enron employees to come by Antioch Park  on Friday, June 1st from 11am - 1pm and enjoy a delicious plate of BBQ for only $5.  Come and listen to the tunes of KRBE with Gabe, their mobile DJ, and raffles with many prizes will be given away.  Raffle tickets will be $2 each or 3 for $5.  ATO is dedicated to assisting Houston peace officers injured or disabled in the line of duty.  Please come out and support your local law enforcement professionals.

The Caladium plants that are in the huge plant pots throughout the Plaza are going to be replaced and will be available for purchasing on Monday, June 4th for $4.00 in the Plaza by the up escalator from 11 a.m. to 12 p.m..

Join us in Dublin or Honolulu ----Joints in Motion is a marathon training program for walkers and runners that is aligned with a fundraising effort for the Arthritis Foundation.  The Dublin Marathon will be held Oct. 29 and the Honolulu marathon will be December 9.  Please call for more information at 713-529-0800.

Volunteer for the Boys & Girls Club Summer Camp Weekends!!!
Kevin Hannon, Boys & Girls Club board member, invites you to join Enron employee John Cote at a Boys & Girls Club summer camp who is looking for commitment from a FEW GOOD ENRON MEN AND WOMEN:

WHAT: 		2nd Annual Houston Boys and Girls Club / Enron Summer Camp Weekend (2 camps)

WHEN:  	Boys Camp
		Friday afternoon (3:00 - 6:00pm), June 22 through Sunday afternoon, June 24
		--OR--
		Friday afternoon (3:00 - 6:00pm), July 20 through Sunday afternoon, July 22

		Girls Camp
		Friday afternoon (3:00 - 6:00pm), July 6 through Sunday afternoon, July 8
		--OR--
		Friday afternoon (3:00 - 6:00pm), July 13 through Sunday afternoon, July 15

WHERE:	Willis, TX (75 minutes from downtown Houston -- just north of Conroe)

WHO: 		6-8 counselors per camp to chaperone 75 boys (ages 7-16)

HOW: 		Share all sports activities, including canoeing, hiking, fishing, organizing a talent 			show/bonfire/ghost stories, obstacle course, water balloon fights, softball, basketball, 		archery, football, etc.  (Cooking and clean-up covered by the Houston Boys Club staff.)

CONTACT:	John A. Cote at ext. 33830

SPREAD THE WORD.  SPOUSES & OFFICE COLLEAGUES WELCOME.
LAST YEAR'S CAMP WAS A HUGE SUCCESS!

Volunteers Needed for Bring Your Child to Work Day!

Bring Your Child to Work Day is Friday, June 29

Please email Jennifer Milligan if you are interested in volunteering and indicate your preference in the below activities:

Registration Table
Houston Police Dept / Stranger Danger / Fingerprinting
Outdoor Activities (SPCA pets, Balloon King, kids crafts, etc.)
Business Etiquette class
Business Art (kids' resumes, etc)
Lunch ticket sales/coordination (in Antioch Park)

The Enron Running Club and the Houston Corporate Athletic Association are seeking volunteers to assist at the annual USCAA Track & Field Championships on Saturday, June 9th at Rice University.  There are many volunteer opportunities requiring little or no experience including timers, scoring, lane judges, cheering on athletes and more!  We are looking for employees, families and friends that can contribute a few hours or who are willing to spend the day benefiting a great cause.  If you are interested or would like more information, please contact Kelly Lombardi at x3-8491.

Many volunteers are needed to help with the planned activities for the Enron Children on June 29th.  If you're interested, send your name and phone extension to workperks.enron.com.

Support KidSave and Help Miracles Happen. Every Summer.

Kidsave's  Summer Miracles Program enables orphaned children ages 5 to 11 to travel to the  US and Canada, live with families and attend day camp. The program gives  families who may be concerned about the problems of adopting an older child a chance to meet, get to know and in the best-case scenario, fall in love with a  child. The program gives prospective parents an opportunity to see and evaluate  first-hand the challenges and rewards of adopting an older  child.

In 1999 and  2000 Kidsave and adoption agency partners placed 432 children - 96 percent of  children who participated in the program. Generally, 85 to 90 percent of  children who participate in the program find homes easily through the program.  The remaining 10 to 15 percent require more work.

Kidsave  believes every child deserves a family. We are committed to placing all children  who participate in the Summer Miracles Program in permanent families or  family-like environments.

We are looking  for families to host children, and for others who want to help us make the camp  program happen for these 250 children.   As a non-profit organization, Kidsave depends on donations to raise the  money to bring these children here and find them families.  Please call Tonya Hoppe at 281.286.8948  or tonya@tonya.cc to get involved in Houston's  Kidsave program.

Find Out how to Join The Downtown Club May 29 & 30!
The Downtown Club (formerly The Met-Business & Sports Club)Membership representatives from The Downtown Club will be in the Enron Plaza Tuesday-Wednesday, May 29-30, from 11 am - 1 pm to discuss membership, the new "Signature Gold" program (see attached file for more information), and a new membership referral program.  Don't miss out on this opportunity to join the Downtown Club or to upgrade your current membership.  As a reminder, a $200 initiation fee is required for new memberships.   For more information, contact The Downtown Club Membership Services department at 713-652-0700 or Georgia Fogo, ext. 3-5609.

http://home.enron.com:84/messaging/siggoldcourses.pdf

Enron and Kidventure Camps are proud to bring you Camp Enron Summer 2001.  Celebrating our third year, Camp Enron  will once again be providing summer camp for children, ages 5-13, of Enron employees and contractors.

This year, camp will be May 29-August 10.  Ten, one-week sessions will be  available and families may choose to attend any or all sessions.  Each camp week is Monday through Friday.

The cost is $150 per week and includes all transportation, field trips and activities.  A deposit of $50 per week is all that is needed to reserve your sessions.   The deadline to register is Monday, May 21.

To register, log on to: http://www.kidventurecamp.com/camp_enron.htm.   Spaces are limited.

Enron parents simply ride to work with  their children and check them in to the Energizer in the morning with the Camp Enron Team.  Enron Campers are loaded on Coach USA Buses and transported to our nearby camp. At the end of the day campers are brought back to the Energizer for parents to check out.

It's that easy!

For more information please contact:

web site: www.kidventurecamp.com
call Kidventure: 713.960.8989
e-mail: camps@kidventurecamp.com

Have News to Share?
To post news or events in Enron In Action, please e-mail your information to EIA@enron.com
no later than 12:00 noon the Thursday prior to the next Monday's mailing.


Greetings, i am pleased to ask for help on any of the buffalo bayou
spectrum development!a.wortham theater;b.sabine st. playground;c.bayou
bend/rainbow lodge;d. el mercado/metro park &ride
picture: trams ;bike buggies;golfcart trails;quiet non polluting modes
of transportation,.
thankyou in advance, it is our priviledge to be at your service.
best regards, j.c. freeman

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Date: Sat, 09 Dec 2000 15:56:21 +0000
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hey dude it could be a real diversion!

 - T12927.pdf


sounds good

 -----Original Message-----
From: 	Giron, Darron C.
Sent:	Friday, January 11, 2002 2:12 PM
To:	Love, Phillip M.; McLaughlin Jr., Errol; Mills, Bruce; Palmer, B. Scott; Ryder, Patrick; Taylor, Joey; Winfree, O'Neal D.
Subject:	RE: Phil Let me know if this is ok

I'll be there.

DG

 -----Original Message-----
From: 	Love, Phillip M.
Sent:	Friday, January 11, 2002 1:57 PM
To:	Giron, Darron C.; McLaughlin Jr., Errol; Mills, Bruce; Palmer, B. Scott; Ryder, Patrick; Taylor, Joey; Winfree, O'Neal D.
Subject:	FW: Phil Let me know if this is ok

Let O'Neal know if you will be in or out so that we can get some fillers.
PL

 -----Original Message-----
From: 	Winfree, O'Neal D.
Sent:	Friday, January 11, 2002 12:23 PM
To:	Love, Phillip M.
Subject:	Phil Let me know if this is ok

Gentlemen,

What:   		Let's play poker...

Where: 		The land of Pears

When:		Thursday, January 17th -- between 7-8 pm

Directions:	No key map so here goes

		288 South (please find 288 from Downtown)

		Exit McHard/Shadow Creek (hint: it's the first exit after the Beltway 8)

		Take a left onto McHard and proceed to the end of McHard

		There will be a Conoco at the first Stop sign, the next stop sign will say Country Place

		Proceed to the third stop Sign and take a left to The Lakes of Country Place

		Go to the Gurard's gate... You will visit 406 Starleaf

		Go thru the gate and Take a left on River Birch drive

		Starleaf will be the 3rd street on the right...

		My house is the 5th house on the left (in the cul de sac)...

		address 406 Starleaf	Pearland, Tx 77584
		phone: 713.436.2992	cell: 832.372.8000

O


I have added four new documents to Deal Bench in connection with the Midway
site (can be found in the New Documents area).

Greg has provided me with a two more that will need to be scanned and moved
to deal bench.  I'll let you know when they are available.

Kathleen Carnahan
Enron North  America Corp.
1400 Smith Street, EB 3146d
Houston, TX 77002
Phone - (713) 345-3386
Fax - (713) 646-3037


We do in fact have a lot of captive markets.  I don't have a problem with S&P
saying that, although I wouldn't want Enron saying it too often.  In general
I'm OK.  Thanks. DF

	From:  Mary Kay Miller                           06/14/2000 08:57 AM

To: Bob Chandler/ET&S/Enron@ENRON, Drew Fossum
cc: Gina Taylor/HOU/EES@EES, Scott Vonderheide/Corp/Enron@ENRON

Subject: Re: Standard and Poor's Annual Review

I have a little discomfort with the reference a couple of times, that our
customers have no options.  If used and published this could impact us on our
argument related to risk of market.  Drew, what do you think??  MK

	From:  Bob Chandler                           06/13/2000 10:16 AM

To: Gina Taylor/HOU/EES@EES
cc: Mary Kay Miller/ET&S/Enron@ENRON, Scott Vonderheide/Corp/Enron@ENRON

Subject: Re: Standard and Poor's Annual Review

Tim Despain  received a draft copy of S&P annual review from the S&P rep.  He
was given the opportunity to comment on the draft.  The annual review will be
an S&P analysis, not an Enron release.  Dave Neubauer didn't change the
wording much from the original S&P draft, but his changes improved the
original draft.  Here's how it looked before his edits:

Northern Natural Gas Company:
(Northern Natural is a huge pipeline system that dominates gas deliveries in
Minnesota and parts of Iowa, Wisconsin, Michigan, and South Dakota.  The
system,s above-average business profile reflects the only moderate amount of
direct pipeline competition the company faces in its service area.  The
upper-Midwest is a particularly cold region that uses a lot of natural gas,
and Northern Natural,s customers (mainly gas utilities and municipalities)
have little options for other fuels.  Thus, the pipeline is in a strong
position to maintain existing sales and garner any new load.  Throughput
growth has been modest.  Although there is some ongoing recontracting risk as
firm transportation service contracts expire, most customers have no other
options other than Northern Natural.  Competition for at-risk capacity is
stiff, given the excess pipe capacity available on the other Midwest
pipelines and the new pipeline construction in the Midwest.  Northern Natural,
s cost structure is very competitive.  A major rate case was settled in 1999
that extended many firm contracts with most of its customers.

If anyone has further comments, I would suggest sending them directly to Tim
Despain.

Gina Taylor@EES
06/13/2000 09:45 AM
To: Bob Chandler/ET&S/Enron@ENRON
cc:

Subject: Standard and Poor's Annual Review

Bob,

Good Morning!

This write-up made it back to me for my reveiw.  Has Mary Kay Miller reviewed
this?  And what about Scott Vonderheide in Investor Relations?  I think both
of these groups need to sign off on this.

Gina

---------------------- Forwarded by Gina Taylor/HOU/EES on 06/13/2000 09:00
AM ---------------------------

Deb Cappiello@ENRON
06/13/2000 08:29 AM

To: Gina Taylor/HOU/EES@EES
cc:
Subject: Standard and Poor's Annual Review

This is what Dave Neubauer sent to Schafer.  Just wanted to make sure you are
ok with that.  Please give me a call after you review.  Thanks.
---------------------- Forwarded by Deb Cappiello/ET&S/Enron on 06/13/2000
08:25 AM ---------------------------

Dave Neubauer
06/12/2000 05:41 PM
To: Deb Cappiello/ET&S/Enron@ENRON
cc:

Subject: Standard and Poor's Annual Review

---------------------- Forwarded by Dave Neubauer/ET&S/Enron on 06/12/2000
05:37 PM ---------------------------

	From:  Bob Chandler                           06/12/2000 04:19 PM

To: Rod Hayslett/FGT/Enron@Enron
cc: Dave Neubauer/ET&S/Enron@ENRON

Subject: Standard and Poor's Annual Review

Here is Dave Neubauer's revised draft for NNG's section of the S&P report:

Northern Natural Gas Company:
Northern Natural is a large pipeline system that provides gas deliveries into
Minnesota and parts of Iowa, Wisconsin, Michigan, and South Dakota.  The
system,s above-average business profile reflects only a moderate amount of
direct pipeline competition. The upper-Midwest is a particularly cold region
with heavy natural gas usage. Although throughput growth has been modest,
many of Northern Natural,s customers (mainly gas utilities and
municipalities) do not have dual fuel capabilities.  This allows Northern
Natural to maintain existing sales and garner any new load. Competition for
at-risk capacity is stiff, given the excess pipe capacity available and under
construction on other Midwest pipelines. Northern has some ongoing
recontracting risk over the next five to seven years, but maintains a very
competitive cost structure.  A major rate case was settled in 1999 that
extended many firm contracts with most of its customers.


Ben,

Here's a draft of an MOU for the sale of the LMs and ABB equipment to ESA.
One issue is when this transaction can close.  Since the equipment is owned
by WestLB and since the feeling is we don't want to involve WestLB in the
transaction, the actual transfer would take place at the termination of the
WestLB facility.  If another approach is preferred, we will need to circle
back with Lisa.

A second issue I see is with the concept that GE will need to look to both
ENA (or WestLB's successor) for some of the payments, but look to ESA for
payment for changes, storage, etc.  As far as I know, this concept hasn't
been addressed with GE.

I re-calculated the overhead charge, so you might want to check it out.

I look forward to your comments.

Kay


The main issue that I see with the description you sent me is the same one
that we spoke about a few weeks ago.

 What should the consistent market convention for determining the first
tranaction be?  If we use the current NG trading convention we will quote the
premium swap as the "first transaction"  and the discount as the second.
This will present consistency problems if we are trading near parity in the
calendar with different months changing position in the curve. You just have
to look at some of the summer spreads to see the confusion that may result.
Having the near dated swap as the first transaction in all cases would
eliminate that issue but will not match the current trading convention.  I
will check with John to see if he has any opinion on the matter.  The product
description would have to be written such that any customer would be easily
be able to determine the correct direction to trade.

I will discuss this and the entire description with John on Tues. and get
back to you .

Thanks

Pete


Dutch,

Below is a list of floor brokers that we use for options.

Clarion			(212) 590-1410		we have a direct line
Mann			(212) 590-1388		we have a direct line
CRW			(212) 590-4128		we have a direct line
SCS			(212) 590-4080		we have a direct line
Refco			(212) 590-1307		we have a direct line
Capital			(212) 738-6838
Chicago			(212) 590-1676
ABN			(212) 273-6808
Energex		(212) 590-1394
CARR			(212) 590-4932
HQ			(212) 738-5757
VTM			(212) 590-3911
Paramount		(212) 590-3731
Nova			(212) 738-6610

I think this is a total list.  Let me know if you have any questions or concerns.  Thanks.

John


Can you please extend sitara deal #156657 for 3/1/00, if the deal will
allow?  It was transported on the 215K, which was the only one out there for
2/00.

It spilled over into March on day 1 for .423 dec.

Thanks
-Jackie-
3-9497


Kim:

Can you fill out the gas piece of this?

C


Called Julia's Assistant and let her know that Mark would not be attending.