RE: MAC Amendment ,
 I don't have a problem, but would like to know why the change for Goldman
Group.  That is a defined term -- see Part 3.

Luanne Giessen
Telephone:  (212) 902-0580
Facsimile:  (212) 428-1582
e-mail address:  luanne.giessen@gs.com


-----Original Message-----
From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
Sent: Tuesday, June 27, 2000 5:35 PM
To: Giessen, Luanne
Cc: Tana Jones
Subject: MAC Amendment




Luanne:
Our credit person is fine with revising the MAC language to say taht a MAC
would
be triggered if either (1) an entity's Credit Support Provider's rating from
S&P
is below BBB- by S&P or Baa3 by Moody's or (2) if such Credit Support
Provider
fails to be rated by both S&P and Moody's.  Also, in Sections 4.5 and 4.6 of
the
ISDA Schedule we would like to change the reference to "Goldman Group" to
"The
Goldman Sachs Group, Inc."

I will have Tana Jones draft an amendment and send it to you.  Call me if
there
are any problems with the above.

Tana,
Please draft an amendment for my review.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
carol.st.clair@enron.com