Pacific Gas & Electric Company

Attached for your approval is the form of Enron Corp. Guaranty in favor of=
=20
the referenced Counterparty, which guarantees the obligations of ENA under =
an=20
ISDA Master Agreement. We will need the standard executed copy.

In addition, we will need the following closing documents: (i) Certificat=
e=20
of Incumbency, (ii) certified board resolutions of the Policy for Approval =
of=20
Guarantees (=01&Policy=018), (iii) certificate by the Treasurer or other au=
thorized=20
officer certifying coverage of the Guaranty under the Policy, and (iv)=20
certified copy of Enron Corp.=01,s articles of incorporation and bylaws.

Upon approval and execution, please call me at x33399 to pick up the=20
documents. Thank you for your assistance in this matter.