Re: Enron Online ,
 Leslie:
Dave Forster must sign off on all ETA amendments that we do.  It may be a 
good idea for you to send him the new ETA amendment letter and walk him 
through the chnages that you have made to address your issues so that he 
understands what is going on.  If you want me to be involved in that 
conversation, I'm happy to participate.  Thanks.
Carol



	Leslie Hansen
	05/18/2000 03:42 PM
		
		 To: cchoate@gpu.com@ENRON
		 cc: jroberts@gpu.com, Carol St Clair/HOU/ECT@ECT
		 Subject: Re: Enron Online

Cort:

I have reviewed the Mutual Assistance Agreement and am not entirely 
comfortable that it establishes the authority of GPU Services Company to 
enter into power transactions on behalf of the utilities.  The Agreement 
provides in Section 3 that "each Company . . . will furnish to such other 
Company  . . . one or more of the Goods . . ." and that "[a]ll Goods provided 
hereunder shall be priced at cost . . ."  Thus, the Agreement provides that 
the Service Company can buy power and sell it to a utility at cost.  It does 
not expressly provide that the Service Company can act as agent on behalf of 
the utilities in purchasing or selling power on their behalf.

I wanted to confirm that there was no other documentation available that more 
clearly identified the authority of GPU Services to act as agent on behalf of 
the utilities.  In the absence of such documentation, I propose language to 
add to the Electronic Trading Agreement to address my concerns.  I would also 
like to have each of the utilities sign a short acknowledgment form 
acknowledging the authority of GPU Service Company to enter into transactions 
with EPMI on its behalf.   Attached below please find my proposed revisions 
to the Letter Agreement amending the ETA (which was originally forwarded to 
you by Carol St. Clair) as well as the proposed Acknowledgment.



I look forward to discussing any questions or comments you may have.

Regards,

Leslie Hansen
713-853-6121



	cchoate@gpu.com
	05/18/2000 08:18 AM
		 
		 To: "Leslie Hansen" <Leslie.Hansen@enron.com>
		 cc: jroberts@gpu.com
		 Subject: Re: Enron Online




Leslie: The Mutual Assistance Agreement that was sent to you was filed with 
the
Pa PUC . I'll check but I believe the filing to which you are referring was
originally filed with the SEC back in the early 1970's and has since been
amended a number of times.  Obviously as a part of a holding company structure
GPU Service is required to have SEC approval to provide services to our
operating companies. The GPU Service corporate records are not located here in
Reading, PA....do you really need the SEC document? Cort




"Leslie Hansen" <Leslie.Hansen@enron.com> on 05/16/2000 02:51:37 PM



 To:      Cortlandt Choate@GPU, John H Roberts@GPU

 cc:



 Subject: Enron Online










As I understand it, Section 13(b) of the Public Utility Holding Company Act
requires registered holding companies to obtain approval from the SEC in order
to form a service company to provide services to its affiliates in the system.
I have reviewed the Mutual Assistance Agreement that John faxed to me earlier.
Is this the Agreement which was filed by General Public Utilities Corporation
with the SEC pursuant to Section 13(b) of the PUHCA on SEC Form U-13-1 or
otherwise?

Regards,

Leslie Hansen
(713) 853-6121
leslie.hansen@enron.com