DASH - DPR Accelerated Put ,
 Gentlemen:

 Attached is the DASH for the approval of the DPR Accelerated Put 
transaction.  This partial divestiture allows us to put $11 million of our 
equity interest back to DPR Holding Company, LLC and its subsidiary, Dakota, 
LLC.  Both entities are controlled by Chris Cline.

 In addition to redeeming part of our equity interest, the deal provides us 
900,000 tons of coal priced below market, an option which could lead to a 
very profitable synfuel project, and the potential for more marketing fees 
from other Cline entities.

 The DASH has been approved and signed by RAC and JEDI II, and is now 
awaiting Mark Haedicke's review and approval.  I wanted to give you the 
opportunity to review the DASH and become familiar with the provisions of the 
deal.

 If you have any questions on the transaction, feel free to contact me at 
(412) 490-9048.  Others familiar with the deal are Mike Beyer, George 
McClellan, and Wayne Gresham.

 Thank you.

  Bill Giuliani
mike.mcconnell@enron.com, jeffrey.shankman@enron.com, greg.whalley@enron.com, 