Draft of Form of Master Netting Agreement ,
 Attached is a clean version of the current draft of master netting 
agreement.  If interested, also attached is a redline from the last draft of 
the form.  One item to consider is whether we desire a confidentiality 
provision in this form which has not yet been included.




Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com
elizabeth.sager@enron.com, lisa.mellencamp@enron.com, carol.clair@enron.com, 