From: mark.palmer@enron.com
To: richard.shapiro@enron.com, steven.kean@enron.com, jeff.dasovich@enron.com, richard.sanders@enron.com, paul.kaufman@enron.com
Date: 2000-11-29 10:56:00+00:00
Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today

Here's the suit filed against the generators.  Reporter says our suit will 
look the same.

Mark
----- Forwarded by Mark Palmer/Corp/Enron on 11/29/2000 10:53 AM -----

	"Leopold, Jason" <Jason.Leopold@dowjones.com>
	11/29/2000 10:47 AM
		 
		 To: "'Mark.Palmer@enron.com'" <Mark.Palmer@enron.com>
		 cc: 
		 Subject: RE: FW: ANNOUNCEMENT: Notice of Press Conference today


James C. Krause, Esq., SBN 066478
Ralph B. Kalfayan, Esq., SBN 133464
Patrick N. Keegan, Esq., SBN 167698
Stephen W. Poirier, Esq. SBN 200868
KRAUSE & KALFAYAN
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 232-4019

Attorneys for Plaintiff
(Additional Counsel on Signature Page)



 SUPERIOR COURT OF THE STATE OF CALIFORNIA

 FOR THE COUNTY OF SAN DIEGO

PAMELA R. GORDON, on behalf of ) Case No.
herself and all others similarly situated, )
       ) CLASS ACTION
COMPLAINT FOR
) VIOLATIONS OF CALIFORNIA
Plaintiff,  ) BUSINESS AND PROFESSIONS CODE
) oo16720, ET SEQ. AND oo17200 ET SEQ.
vs.     ) ANTITRUST and UNFAIR
BUSINESS
) PRACTICES
RELIANT ENERGY, INC.; SOUTHERN )
COMPANY; NRG ENERGY; DYNEGY,  )
INC.; AES CORPORATION; WILLIAMS )
ENERGY; DUKE ENERGY NORTH )
AMERICA; and  DOES 1 through 100,  )
Inclusive     )
)
Defendants.  )
___________________________________  )

  TABLE OF CONTENTS

I. NATURE OF THE CASE 1

II. VENUE 2

III. PARTIES 2

IV. CLASS ACTION ALLEGATIONS 5

V. COMMON ALLEGATIONS OF FACT 6

A. The California Wholesale Electricity Markets 6

B. Defendants' Improper Acts 8

C. Results of Defendants' Activities 13

FIRST CAUSE OF ACTION 15
Violation of Sections 16720 and 16726 of the California Business and
Professions
Code Trust In Restraint of Trade or Commerce in Violation of the Antitrust
Act
SECOND CAUSE OF ACTION 18
For Violations of the Unfair Trade Practices Act Based Upon Violations of
the
Antitrust Act

THIRD CAUSE OF ACTION 19
For Violations of the Unfair Trade Practices Act Based Upon Defendants'
Unfair Business Acts and Practices

FOURTH CAUSE OF ACTION 20
Violations of the Consumers Legal Remedies Act

VI. PRAYER FOR RELIEF 21

 Plaintiff hereby alleges on information and belief based upon the
investigation made by and through her attorneys, as follows:
 I.
 NATURE OF THE CASE

1. This is a class action seeking redress under the law of California
for defendants' conduct in the market for wholesale electricity.  During the
spring and summer of 2000, a group of electricity generators and traders,
including defendants, exercising market power, unlawfully manipulated the
California wholesale electricity market, resulting in grossly inflated
wholesale electricity prices throughout the state and much of the Western
United States. Defendants accomplished this result by, inter alia,
improperly using confidential real time generator capacity, use, and
maintenance data, and transmission system flow data to "game" the wholesale
electricity market, by withholding electrical generating capacity from the
California Power Exchange's forward markets, by improperly parking power
with affiliates in other states which was later resold in California at
inflated rates, by scheduling previously unplanned plant outages to coincide
with other plants' planned maintenance shutdowns, and by scheduling
transmission flows to cause or exacerbate congestion.
2. The improper use of confidential real time data was in violation of
the California Tariff by which  defendants are authorized to sell wholesale
electricity within California.
3. By engaging in said unfair business practices, defendants have
directly and severely damaged purchasers of electricity supplied through the
California Power Exchange.  As noted in the August 30, 2000 San Diego Union
Tribune:  "The utility bills of all [electric] ratepayers in San Diego are
exorbitant. . . . Rates that were 3 cents per kilowatt hour have risen to 19
cents per kilowatt hour in just three months -- nothing short of
confiscatory rates."
 4. In its November 1, 2000 Order, the Federal Energy Regulatory
Commission ("FERC") expressly found that electricity prices in California
have been maintained at "unjust and unreasonable" levels during the relevant
period, though it determined that it did not have the authority to mandate
refunds or other retroactive relief with respect thereto.  In its November
22, 2000 response to the November 1st FERC order, the California Public
Utilities Commission (CPUC) concluded that due to market manipulation by
wholesale energy producers and traders, customers of electricity supplied
through the California Power Exchange had been overcharged more than $4
billion dollars during the summer of 2000.  In its November 22nd response to
the November 1st FERC order, even the California Independent System Operator
(CAISO) which manages California's transmission system infrastructure, known
as the "power grid", found that the summer 2000 prices resulted from the
exercise of intolerable levels of market power by generators and traders.
 II.
 VENUE

5. Venue is proper because defendants each transact business in the
State of California and because the damages caused by defendants' unlawful
manipulation of the price of wholesale electricity occurred in San Diego
County.
III.
 PARTIES

6. Plaintiff Pamela R. Gordon is an adult resident living in San Diego,
California.  Plaintiff Pamela R. Gordon is a retail electricity customer of
SDG&E, and has been forced to pay rates for electricity during the Class
Period (defined infra) that are unjust and unfair and that have been
artificially inflated by defendants' misconduct.  Moreover, plaintiff Pamela
R. Gordon was born with no lymph nodes in her legs which results in a lack
of circulation.  Exposure to high temperatures will cause plaintiff Pamela
R. Gordon's legs to swell, which can lead to possible severe health
consequences.  As a result of her condition, plaintiff Pamela R. Gordon must
maintain her home at temperatures of not more than 67 degrees at night and
71 degrees during the day.  Plaintiff Pamela R. Gordon is unable to
terminate her electricity service and has been forced to pay unjust and
unfair rates for electricity from SDG&E as a result of defendants'
misconduct.  Specifically, plaintiff Pamela R. Gordon was charged and/or
paid the following rates for electricity by SDG&E during the Class Period:
/ / /
/ / /
/ / /
/ / /

Dates
Total Electric Charges

5-26 to 6-27-00
$180.92

6-27 to 7-27-00
$226.67

7-28 to 8-28-00
$311.84

8-28 to 9-27-00
$143.48

9-27 to 10-26-00
$84.71

7. Plaintiff was charged less for electricity per kWh prior to the
Class Period and the inception of Defendants' wrongful conduct:

Dates
Total Electric Charges

3-29 to 4-27-00
$100.50

8. Defendant Reliant Energy (hereinafter "Reliant") is a Houston, Texas
based public corporation doing business in the state of California as
Reliant Energy Services.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Reliant operates five
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
9. Defendant Southern Company (hereinafter "Southern") is an Atlanta,
Georgia based public corporation doing business in the state of California
as Southern Energy, Inc.  It is a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiff and the class, and is a WSCC member.  Southern Energy operates six
electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
10. Defendant Dynegy, Inc. (hereinafter "Dynegy") is a Houston, Texas
based public corporation doing business in the state of California as Dynegy
Marketing and Trade. It is a generator and trader of wholesale electricity
which is ultimately sold to California consumers, including plaintiff and
the class, and is a WSCC member.  Dynegy operates two electricity generating
power plants in California which supply wholesale electricity to the
California Power Exchange.
 11.  Defendant NRG Energy, Inc. (hereinafter "NRG") is a Minneapolis,
Minnesota based public corporation doing business in the state of California
as NRG, a generator and trader of wholesale electricity which is ultimately
sold to California consumers, including plaintiff and the class.  In
partnership with defendant Dynegy, NRG operates eight electricity generating
plants in California which supply wholesale electricity to the California
Power Exchange.
12. Defendant AES Corporation (hereinafter "AES") is an Arlington,
Virginia based public corporation doing business in the state of California
as AES Pacific Group, a generator and trader of wholesale electricity which
is ultimately sold to California consumers, including plaintiffs and the
class, and a WSCC member.  AES Pacific Group operates four electricity
generating plants in southern California which supply wholesale electricity
to the California Power Exchange.
13. Defendant Williams Energy is a Tulsa, Oklahoma based public
corporation doing business in the state of California as Williams Energy
Marketing and Trading Company, a generator and trader of wholesale
electricity which is ultimately sold to California consumers, including
plaintiffs and the class, and a WSCC member.  Williams Energy Marketing and
Trading Company operates three electricity generating plants in southern
California which supply wholesale electricity to the California Power
Exchange.
14. Defendant Duke Energy North America (hereinafter "Duke Energy") is a
Houston, Texas based public corporation doing business in the state of
California as Duke Energy Trading and Marketing, LLC, a generator and trader
of wholesale electricity which is ultimately sold to California consumers,
including plaintiffs and the class, and a WSCC member. Duke Energy operates
four electricity generating plants in California which supply wholesale
electricity to the California Power Exchange.
 15. Defendants DOES 1 through 100, inclusive, are sued herein under
fictitious names because their true names are unknown to the Plaintiff.
When their true names and capacities are ascertained, Plaintiff will amend
this complaint by substituting their true names and capacities herein.
Plaintiff is informed and believe, and based thereon alleges, that each of
the fictitiously named Defendants is responsible in some manner for the
occurrences herein alleged, and thereby proximately caused injuries and
damages to Plaintiff, as herein alleged.  Further, Plaintiff is informed and
believes, and upon such information and belief alleges, that each of the
Defendants designated by a fictitious name participated in and/or benefited
from the wrongful acts, conduct, and omissions described in this complaint,
and that said acts, conduct, and omissions directly and proximately caused
injury and damages to Plaintiff and the class as alleged below.
 IV.
 CLASS ACTION ALLEGATIONS

16. Plaintiff brings this action pursuant to Section 382 of the Code of
Civil Procedure as a class action on behalf of all electricity customers,
including the retail customers of San Diego Gas & Electric Company (SDG&E),
who purchased electricity supplied through the California Power Exchange
during the period from May 22, 2000 through and including the date of trial
(hereinafter the "Class Period").  All such persons and entities have paid
and/or have been charged prices for electricity that were "unjust and
unreasonable" and that were artificially inflated due to defendants'
exercise of market power, improper use of confidential information,
manipulations, and unlawful actions.  Members of the Class are extremely
numerous and their joinder would be impracticable.  Approximately 1.2
million SDG&E customers are within the class.
17. Common issues of fact and law predominate over individual issues,
including:
-whether defendants committed unfair business practices by sharing
confidential real time data in violation of ISO Tariffs and thereafter
"gamed" the market;

-whether defendants charged "unjust and unreasonable" prices for electricity
during the Class Period or otherwise benefited from said inflated price for
electricity;

-whether defendants exercised "market power" in the California electricity
market during the Class Period;

-whether defendants received improper and excess profits which should be
refunded and paid to members of the Class.

18. Plaintiff's interests are typical of, and not antagonistic to, the
interests of the class.
19. Plaintiff has retained competent counsel experienced in class action
and consumer fraud litigation and intends to vigorously prosecute this
action.
20. A class action is superior to all other methods for the fair and
efficient adjudication of this controversy.  The size of the individual
damages is small in comparison to the complexity and scope of the
defendants' operations and alleged misconduct.  A class action is the only
method whereby plaintiff and the class can efficiently seek redress and
obtain a uniform adjudication of their claims. Plaintiff does not anticipate
any difficulty with the management of this action.
/ / /
  V.
 COMMON ALLEGATIONS OF FACT

A. The California Wholesale Electricity Markets

21. In 1996 California deregulated its electricity industry and required
the State's privately owned utility companies to divest themselves of their
generating plants.  The purpose of deregulation was to introduce competition
into the electricity markets, with the intention of reducing rates for
electrical power.  In fact, however, certain participants in this recently
deregulated industry have, in violation of their operating Tariff, taken
advantage of structural flaws in the system and improperly obtained
confidential competitor information to artificially inflate prices for
electricity, yielding themselves billions of dollars in windfall profits at
the expense of California consumers.
22. As part of the deregulation, several new entities were created to
facilitate the workings of this new market.  California's investor owned
utilities, Pacific Gas & Electric (PG&E), Southern California Edison (SCE),
and San Diego Gas & Electric (SDG&E) (the"Utilities"), now purchase
electricity for their customers from independent generators and traders,
including defendants, through a market known as the California Power
Exchange (PX).  The PX maintains a market for the purchase and sale of
wholesale electricity through a variety of forward contracts and real time
markets.  Under the California deregulatory scheme, the Utilities were,
until just recently, required to purchase power through the PX and
prohibited from independently contracting for power outside this market.
23. The deregulated market also led to the creation of the California
Independent System Operator (CAISO).  The CAISO is an "independent"
non-profit corporation, though its managing board includes representatives
from among the generators and traders, that was created to manage the flow
of electricity and ensure reliability along the long distance, high-voltage
power lines that make up the bulk of California's transmission system.
Approximately 75% of California's electricity is distributed through the
CAISO managed  "power grid".  The CAISO monitors electrical loads (i.e.,
demand) on an on-going basis and ensures that there is an adequate supply of
power to meet that demand.
/ / /
 24. The CAISO accomplishes this by maintaining a Real Time Imbalance
Market (the "Real Time Market").  When the CAISO receives bids from
suppliers that are insufficient to meet the demand for power, it must accept
any bid, which then sets the market-clearing price for that hour. Under the
single price auction system used by the CAISO, all sellers of electricity in
the Real Time Market automatically receive the market clearing price, which
is the (second) highest price paid in the market, even if they were willing
to sell and had in fact bid to sell electricity at lower prices. This
mechanism allows sophisticated market participants, such as defendants, to
game the market by withholding bids in an effort to maximize the clearing
price.
25. The Real Time Market was not designed to handle large transactions,
but merely to provide a mechanism to correct short term imbalances in supply
and demand.  Defendants nonetheless pushed a substantial portion of the
daily wholesale electricity sales into this market by under bidding capacity
to the forward market leaving wholesale customers no alternative place to
obtain the power to satisfy their retail customers' demand.
26. The CAISO also manages the Replacement Reserve Market, which is used
to balance supply and demand of electricity.  Sellers in the Replacement
Reserve Market receive a fixed premium for having available capacity.  If
called upon by the ISO to deliver energy, sellers in the Replacement Reserve
Market also receive the Real Time Market price.  Thus, if generators know
that capacity is short, they have an incentive to withhold supplies from the
spot markets and push as much as possible into the Replacement Reserve
Market.  Access to real time generating information facilitates such
"gaming" of the markets by demonstrating, in real time, available competing
supply.
27. In times of high demand, the CAISO has the authority to purchase
energy from out-of-state sources, as to which there is no operative price
cap.  The CAISO was forced to do so during the Summer of 2000.  California
generators and marketers can export electricity to surrounding markets in
order to create artificial shortages and drive up prices in the California
markets.  They can then resell that electricity to the CAISO at inflated and
uncapped prices.  As the PX Compliance Committee noted in its November 1,
2000 Report ("the PX Compliance Report"):
/ / /
 "During periods of high Out-of-Market purchases, when prices are above the
Real-Time energy price cap, in-state generators have an incentive to export
energy out of California.  Surrounding control areas can effectively park
that energy for resale to the CAISO Out-of-Market calls and return it to the
state."

Id. at p. 44.
28. Notably, the summer of 2000 witnessed an approximately 370% increase
in exports from  the California energy market, despite the very high prices
and short supplies that existed in the State.
  "Market power" is defined by the CAISO as the ability to
significantly influence market prices and cause them to vary from
competitive levels for a material period of time.  Generators and suppliers
(including defendants) can exercise market power by physically or
economically withholding electricity from the market, moving electricity out
of the California markets, and by pricing and bidding their resources in
ways that impede the efficiency of the market.

29. Notably, the California energy market consists of a relatively small
number of firms, some of which control a substantial fraction of the total
generating capacity.  The small number of suppliers facilitates the exercise
of  market power during periods of high demand, even when there is not a
true scarcity of available generating capacity.  In addition, the relatively
inelastic demand for energy further facilitates the exercise of such market
power.
B. Defendants' Improper Acts
30. Prior to May 22, 2000, the CAISO began supplying the Western Systems
Coordinating Council ("WSCC"), an organization consisting of electric
industry participants, including defendants, with real time industry data as
to electricity generating levels, known as metering data, and transmission
system flow data, known as scheduling data, pertaining to individual market
participants. Through the WSCC Internet web site, wholesale electricity
market participants, including defendants herein, were thereby given access
to real time data as to their competitors' actions, although access to such
data was forbidden by the ISO Tariff.  When requested by various
governmental entities, including the California Public Utilities Commission
("CPUC") the WSCC refused access.
/ / /
/ / /
/ / /
 31. CAISO/FERC Tariff section 10.2.6 states in relevant part;
Meter Data supplied by an ISO  metered entity shall be made available by the
ISO to the scheduling coordinator representing such ISO metered entity and
other authorized users identified in its meter services agreement, but shall
not be disclosed to any third party except as otherwise may be required by
law, FERC any local regulatory authority or other provision of this ISO
Tariff.

32. CAISO/FERC Tariff section 20.3.1 states in relevant part:

The ISO shall maintain the confidentiality of all of the documents, data and
information provided to it by any Market Participant that are treated as
confidential or commercially sensitive under Section 20.3.2; provided,
however, that the ISO need not keep confidential: (1) information that is
explicitly subject to data exchange through WEnet pursuant to Section 6 of
this ISO Tariff; (2) information that the ISO or the Market Participant
providing the information is required to disclose pursuant to this ISO
Tariff, or applicable regulatory requirements (provided that the ISO shall
comply with any applicable limits on such disclosure); or (3) information
that becomes available to the public on a non-confidential basis (other than
as a result of the ISO's breach of this ISO Tariff).

33. CAISO/FERC Tariff section 20.3.2 states in relevant part:

The following information provided to the ISO by Scheduling Coordinators
shall be treated by the ISO as confidential:

(a) individual bids for Supplemental Energy;

(b) individual Adjustment Bids for Congestion Management which are not
designated by the scheduling coordinator as available;

(c) individual bids for Ancillary Services;

(d) transactions between Scheduling Coordinators;

(e) individual Generator Outage programs unless a Generator makes a
change to its Generator Outage program which causes Congestion in the short
term (i.e. one month or less), in which case, the ISO may publish the name
of that Generator.

34. CAISO/FERC Tariff section 20.3.2 states in relevant part:

No Market Participant shall have the right hereunder to receive from the ISO
or to review any documents, data or other information of another Market
Participant to the extent such documents, data or information is to be
treated as in accordance with Section 20.3.2; provided, however, a market
Participant may receive and review any composite documents, data, and other
information that may be developed based upon such confidential documents,
data, or information, if the composite document does not disclose such
confidential data or information relating to an individual Market
Participant and provided, however, that the ISO may disclose information as
provided for in its bylaws.

 35. Part of the CAISO Tariff is the ISO Market Monitoring & Information
Protocol (MMIP).  The objective of this Protocol (MMIP) is to set forth the
workplan and rules under which the ISO will monitor the ISO markets to
identify abuses of market power.  The MMIP part of the tariff applies to all
ISO Market Participants, including Defendants.
36. MMIP Section 2.1.1. states in relevant part:
Anomalous market behavior, which is defined as behavior that departs
significantly from the normal behavior in competitive markets that do not
require continuing regulation or as behavior leading to unusual or
unexplained market outcomes.  Evidence of such behavior may be derived from
a number of circumstances, including:

MMIP 2.1.1.1  withholding of generation capacity under circumstances in
which it would normally be offered in a competitive market;

MMIP 2.1.1.2  unexplained or unusual redeclarations of availability by
Generators;

MMIP 2.1.1.3  unusual trades or transactions;

MMIP 2.1.1.4  pricing and bidding patterns that are inconsistent with
prevailing supply and demand conditions, e.g., prices and bids that appear
consistently excessive for or otherwise inconsistent with such conditions;
and

MMIP 2.1.1.5  unusual activity or circumstances relating to imports from or
exports to other markets or exchanges.

The Market Surveillance Unit shall evaluate, on an ongoing basis, whether
the continued or persistent presence of such circumstances indicates the
presence of behavior that is designed to or has the potential to distort the
operation and efficient functioning of a competitive market, e.g., the
strategic withholding and redeclaring of capacity, and whether it indicates
the presence and exercise of market power or of other unacceptable
practices.

37. MMIP Section 2.1.3 states in relevant part:

"Gaming", or taking unfair advantage of the rules and procedures set forth
in the PX or ISO Tariffs, Protocols or Activity Rules, or of transmission
constraints in periods in which exist substantial Congestion, to the
detriment of the efficiency of, and of consumers in, the ISO Markets.
"Gaming" may also include taking undue advantage of other conditions that
may affect the availability of transmission and generation capacity, such as
loop flow, facility outages, level of hydropower output or seasonal limits
on energy imports from out-of-state, or actions or behaviors that may
otherwise render the system and the ISO markets vulnerable to price
manipulation to the detriment of their efficiency.

 38. Market participants used their trade organization, the WSCC, to
share access to and use real time information, notwithstanding the fact that
its publication and use violated the  ISO's operating procedures, as set
forth in tariffs and protocols that were filed with and approved by FERC,
and by adoption made part of the contracts by  which defendants were
authorized to sell electricity to the PX.  Those tariffs and protocols
required that such data be kept confidential to prevent gaming the market
and not be used by market participants to engage in anti-competitive
behavior.
39. It has been reported in the Dow Jones Work. Com Newswire on October
19, 2000, that:
"Electricity generators may have used real-time plant activity reports from
the state's grid operator to their advantage in California's wholesale
electricity market, according to an official with the Western Systems
Coordinating Council.

 * * * * * * *

"At issue is real-time information the California Independent System
Operator provided the Western systems Coordinating Council, a governmental
[sic] organization that monitors electricity reliability in the western
U.S., about power plant activity in the state.

"The real-time information allows market participants . . . to access data
via an internet site that shows how much capacity a plant with more than 200
megawatts has online at any given moment. . . . .

"The information was intended to be used to monitor electric reliability on
the grid . . . .

"Last month, however, the ISO's attorneys alerted the WSCC that the 'data is
being used against them and to game the market,' according to Bill Commish,
director of dispatch with the WSCC.

 * * * * * *

"Commish said generators could use the information to withhold supply and
drive up power prices or to identify transmission congestion in a particular
region and use that to gouge customers.

"However, the ISO, which controls about 75% of the state's power grid and
real-time market, may have violated a FERC rule because it is required to
keep such information confidential for 90 days, an ISO attorney told the
WSCC.

"Beginning Monday, the ISO will no longer provide such information  to the
WSCC or other market participants."

 40. Starting on or about May 22, 2000, Defendants used such real time
data to exercise market power by, among other things, reducing their output,
strategically under-bidding supply to the forward markets, and exporting
electricity from the State in order to drive up the Real Time Market price
and other market prices.  As a direct result of their improper access to and
use of this information, the price of wholesale electricity spiked sharply
upwards on May 22, 2000 and has remained at artificially inflated prices
ever since.  FERC, CPUC, and CAISO Dept. of Market Analysis, have all now
concluded that market participants should be excluded from the CAISO board.
41. As noted in the North County Times on October 19, 2000:
"A case study of San Diego County's two big power plants has concluded that
they held back from full production of electricity in June, even as prices
skyrocketed and California's power manager was scrambling for supplies to
prevent blackouts.

"To the study's author . . . the low production in San Diego county is clear
evidence that the companies that generate and trade electricity in CA were
creating an artificial shortage to drive up prices.

 * * * * * *

McCullough's hour-by-hour analysis of power output for June found that the
Encina plant in Carlsbad generated 44 percent of the megawatt hours that it
could have during periods when prices were higher than the plant's cost of
production.  The South Bay power plant in Chula Vista generated 61 percent
of what would be expected under traditional economic theory.

Economists estimate it costs $45-$55 per megawatt hour to generate
electricity at the plants. The wholesale price in June averaged $120 per
megawatt hour.

A separate analysis conducted by the North County Times revealed "mysterious
cutbacks in Carlsbad during a heady market of sky-high prices."

 * * ** *

"Investigators and market analysts have documented extensive evidence that
electricity traders have waited until prices rose on California's market
this summer before they would commit their power plants to production."

"'We did see evidence of withholding in the bidding,' according to Jim
Detmers, the ISO's operations chief."

 42. In addition, defendants used such real time information about their
competitors to improperly withhold electrical supplies from the forward
markets operated by the PX in order to take advantage of the ISO's need to
balance supply and demand in the spot market and thereby benefit from the
single price auction system by obtaining the highest price paid at any given
period.  In addition, certain defendants sold or parked electricity with
affiliates in other states in order to artificially drive up prices in the
California markets.  They then sold that electricity back into the
California markets at the artificially inflated prices they had created.
These tactics forced buyers in the California wholesale electricity market
to purchase more than 30% of their electricity needs in the inflated Spot
Market, rather than the less than 5% that should be sold in that market. The
Spot Market was solely intended to satisfy last minute fluctuations in the
demand for energy.
C. Results of Defendants' Activities
43. From late May 2000 through the present, defendants' activities have
raised wholesale electricity prices to record levels, well above the rates
that would prevail in a competitive marketplace and disproportionate to the
costs of generating that electricity.  Those prices have resulted in an
approximate tripling of electricity rates in areas served by SDG&E, where
retail rates have been deregulated and represent in large part a pass
through of SDG&E's costs for such power, which it purchases from the
defendant generators and traders through the California Power Exchange.
44. As the Market Surveillance Committee ("MSC") of the CAISO concluded
in its September 6, 2000 Report ("the MSC Report"), during the months of May
and June 2000 revenues from the sale of ISO loads in the California energy
market were 37% and 182%, respectively, above the revenues that would have
been generated under competitive pricing conditions.    MSC Report at p. 2.
The MSC Report unambiguously concluded that market participants exercised a
"significant amount of  market power" in the California energy markets,
beginning as early as October 1999 and increasing dramatically during the
Class Period.  Id. at pp. 4, 15, 17.
45. The average market clearing price in California's wholesale markets
during August of 2000 was $166.24/MWh under moderate load conditions,
compared with $32.31/MWh a year earlier.  While load demand conditions in
California during August 2000 were slightly higher than in August 1999, they
were similar to those during August 1998 when prices were much lower.  Peak
demand in August 2000 was lower than in August of either of the prior two
years, negating representations by industry leaders that excessive demand
caused these price increases.  Indeed, some California electricity producers
were only running at 60% of capacity during the so-called emergency periods.

 46. These price hikes have even been effect during the middle of the
night, when electricity is abundant and demand is low.  Further, prices in
November 2000, when demand for electricity is much lower than during the
summer months, continue to be substantially in excess of the prior years'
levels and in excess of the levels that should prevail in a competitive
marketplace.
47. As a result of defendants' exercise of market power, they
artificially increased prices to record levels and have obtained huge
windfall profits.  As reported in the October 17, 2000 San Diego Union
Tribune,  analyst Anatol Feygin of JP Morgan estimated that electricity
industry profits from California for the 3 months ended September 30, 2000
could reach $6 billion, even after taking into account cost increases.
Feygin stated, "'The industry was literally at eight times the profitability
of last year . . .. that is a fortune.'"
48. Defendant Reliant has reported that its third quarter earnings will
top last year's figure by about $110 million.  Similarly, defendant Dynegy
reported an 83 percent increase in its third quarter 2000 income, as
compared to its third quarter 1999 figures.   Profits from Defendant
Dynegy's wholesale energy generating and trading division quadrupled to
$141.9 million, which represented 80 percent of Dynegy's overall profits.
"This is the most successful quarter in Dynegy's history", reported chairman
and chief executive officer, Charles 'Chuck' Watson.  Other defendants also
obtained large windfall profits during this period.
49. Prior to deregulation, the historical cost to produce a megawatt
hour of electricity in San Diego County was approximately $23-45 per MWh.
During the Summer of 2000, defendants' conduct caused the Real Time Market
price of wholesale electricity to frequently reach $750 per MWh, resulting
in an approximate tripling of SDG&E customers' bills.
50. In its Order issued on November 1, 2000, FERC concluded that
wholesale prices of electricity in California had been at "unjust and
unreasonable" levels during the Summer of 2000. CAISO and CPUC responses to
the November 1st FERC order both concluded that wholesale prices during
Summer 2000 were due to a substantial exercise of market power by generators
and traders.
 51. Plaintiffs and the class were injured by the manipulated and
inflated prices paid for wholesale electricity, including retail customers
of SDG&E since costs were fully passed through to them.  The CPUC's November
22, 2000 report to FERC concluded that the exercise of market power by
wholesale producers resulted in a $4 billion dollar overcharge for the
delivery of electricity to California during the summer of 2000.  Due to the
unlawful conduct alleged above, plaintiffs and the class paid approximately
$4 billion dollars more for electricity than they otherwise would have,
causing great hardship to numerous individuals and businesses. As
Congressman Brian Bilbray stated: "Every day that goes by you've got small
businesses bleeding to death.  People are literally dying financially from
this situation."  Work.com Newswire (10/21/00).
52. The improper sharing and use of real time wholesale electricity
generation and transmission data by defendants to withhold generation by
unplanned outages and to maintain bidding strategies which led to contrived
and artificial shortages, and other manipulative conduct, had the effect of
artificially inflating and maintaining wholesale electricity prices above
competitive prices allowing defendants to reap illegal profits amounting to
billions of dollars, at the expense of plaintiffs and the class.
 FIRST CAUSE OF ACTION
 Violation of Sections 16720 and 16726
 of the California Business and Professions Code
 Trust In Restraint of Trade or Commerce in Violation of the
Antitrust Act
 (Against All Defendants)

53. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
54. The Cartwright Act states, at o16726, that: "Except as provided in
this chapter, every trust is unlawful, against public policy and void."  A
trust is defined at o16720 as follows:
55. "A trust is a combination of capital, skill or acts by two or more
persons for any of the following purposes:
(a) To create or carry out restrictions in trade or commerce.

(b) To limit or reduce the production, or increase the price of
merchandise or of any commodity.

(c) To prevent competition in manufacturing, making, transportation,
sale or purchase of merchandise, produce or any commodity.

(d) To fix at any standard or figure, whereby its price to the public or
consumer shall be in any manner controlled or established, any article or
commodity of merchandise, produce or commerce intended for sale, barter, use
or consumption in this State.

(e) To make or enter into or execute or carry out any contracts,
obligations, or agreements of any kind or description, by which they do all
or any or any combination of the following:

 (1) Bind themselves not to sell, dispose of or transport any article or
any commodity or any article of trade, use, merchandise, commerce or
consumption below a common standard figure, or fixed value.

(2) Agree in any manner to keep the price of such article, commodity or
transportation at a fixed or graduated figure.

(3) Establish or settle the price of any article, commodity or
transportation between them or themselves and others, so as directly or
indirectly to preclude a free and unrestricted competition among themselves,
or any purchasers or consumers in the sale or transportation of any such
article or commodity.

(4) Agree to pool, combine or directly or indirectly unite any interests
that they may have connected with the sale or transportation of any such
article or commodity, that its price might in any manner be affected."

56. Plaintiffs and the Class are empowered by the Cartwright Act o16750
to commence a private action for up to three times their damages and
equitable relief due to the injuries they have suffered and continue to
suffer as a result of defendants' violations of the Antitrust Act.  The
Cartwright Act states:
Any person who is injured in his or her business or property by reason of
anything forbidden or declared unlawful by this chapter, may sue therefore
. . . and to recover three times the damages sustained by him or her,
interest . . . and preliminary or permanent injunctive relief . . . .

57. Plaintiffs and the Class, are "persons" within the meaning of the
Antitrust Act as defined in o16702.
58. Beginning on or about May 22, 2000, the exact date being presently
unknown to Plaintiffs, Defendants embarked on a conspiracy to make available
and use confidential real time industry data as to electrical generating,
power plant capacity, utilization, and outages through the WSCC, an
organization consisting of Defendants, and others, to inflate the market
prices of wholesale electricity, in restraint of trade and commerce in
California. As a result of these efforts, Defendants engaged in acts and
entered into Agreements, which  were intended to and have in fact restrained
trade and commerce in the California Power Exchange and other electricity
markets, in violation of the Antitrust Act, which violations are continuing
to the present day.
 59. The aforesaid acts, contracts, agreements, combinations and
conspiracies in restraint of trade or commerce have consisted of continuing
agreements, undertakings and concert of action among Defendants, the
substantial terms of which were to artificially limit the supply of
electricity to the California markets.  Through these acts and Agreements,
Defendants acted to set, raise and maintain the prices of electricity on the
Real Time Imbalance Market and other markets to wholesale purchasers of
electricity, and, indirectly and ultimately, to California consumers, at
supra-competitive prices.
60. Defendants successfully set, raised and maintained supra-competitive
wholesale prices for electricity beginning on May 22, 2000, to the customers
of the California Power Exchange.
61. Such overcharges were paid by consumers of electricity, such as
Plaintiff and the Class she seeks to represent.
62. Defendants' acts, contracts, agreements, combinations and
conspiracies were intended to restrain and did, in fact, restrain trade and
commerce in California during the Class Period.
63. Defendants' unlawful restraints of trade have had and, unless
enjoined, threaten to continue to have the following anti-competitive
effects, among others:
(a) Prices charged by Defendants for electricity to wholesale
purchasers, and, ultimately, to the customers of SDG&E in California have
been and will continue to be set, raised and maintained at artificially high
and non-competitive levels;

(b) Fair and equitable price competition for the supply of electricity
and retail and wholesale price levels for electricity have been restrained
and adversely affected; and

(c) Plaintiff and other Class members have been deprived of the benefit
of free and open competition in the electricity market in California.

64. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
Defendants' unlawful conduct.
65. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
66. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade violate the Antitrust Act.  Accordingly,
Plaintiff and the Class seek three times their damages caused by Defendants'
violations of the Antitrust Act and a permanent injunction enjoining
Defendants' continuing violations of the Cartwright Act.
/ / /
 SECOND CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Violations of the Antitrust Act
(against all defendants)

67. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
68. The Unfair Trade Practices Act prohibits all unfair competition,
which is defined as "any unlawful, unfair or fraudulent business act or
practice," and includes violations of the Cartwright Act,  oo16700 et seq.
of the B&P Code.
69. As alleged hereinabove, beginning as early as May, 2000, defendants
unlawfully conspired, agreed, arranged and combined to prevent and restrain
competition for the sale of electricity, in violation of oo 16700 et seq.
and oo 17200 et seq. of the B&P Code.
70. Pursuant to B&P Code oo 17200 et seq., Plaintiff brings this action
seeking injunctive relief to enjoin defendants' unfair trade practices and
requiring defendants' disgorgement of all monies obtained by virtue of their
violations of the Cartwright Act as described hereinabove.
71. As a direct and proximate result of the violations alleged herein,
Plaintiff and members of the Class have been unable to and will continue to
be unable to purchase electricity at prices determined by free and open
competition, and Plaintiff and members of the Class have been damaged and
will continue to be damaged by their respective purchases and/or charges for
electricity at prices higher than they would have otherwise paid, absent
defendants' unlawful conduct.
72. Plaintiff and the Class have no adequate remedy at law for their
irreparable injuries.
73. Defendants' acts, contracts, agreements, conspiracies, and
combinations in restraint of trade and free and open competition, alleged
herein, violate the Antitrust Act.  Accordingly, Plaintiff and the Class
seek restitution and disgorgement by defendants to the Class of all monies
obtained by defendants' acts of unfair competition with respect to the
contract, conspiracy, combination and trust, and a permanent injunction
enjoining defendants' continuing violations of the Cartwright Act.
/ / /
/ / /
 THIRD CAUSE OF ACTION
For Violations of the Unfair Trade Practices Act
Based Upon Defendants' Unfair Business Acts and Practices
In Charging Unjust and Unreasonable Rates
(against all defendants)

74. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
75. Section 17200 et seq. of the California Business & Professions Code
prohibits acts of unfair competition, which include any "unlawful, unfair,
or fraudulent business act or practice and unfair, deceptive, untrue or
misleading advertising".
76. The Defendants consistently engaged in numerous acts of  "unfair
competition", as more fully described above, by inter alia, manipulating the
price of wholesale electricity in the California markets.
77. In addition, pursuant to the Federal Power Act:
"All rates and charges made, demanded, or received by any public utility for
or in connection with the transmission or sale of electric energy subject to
the jurisdiction of the Commission . . . shall be just and reasonable and
any such rate or charge that is not just and reasonable is hereby declared
to be unlawful."

16 U.S.C. Section 824d(a).

78. Defendants are public utilities within the term as used in the
foregoing statute.
79. The FERC has specifically found that the prices defendants charged
for the wholesale electricity they sold in the California markets during the
Class Period were in fact unjust and unreasonable.  The California Public
Utilities Commission has determined that said unjust and unreasonable prices
resulted from the exercise of market power by generators and traders in the
California wholesale electricity market.
80. As a result of the conduct described above, the  defendants
unlawfully acquired money and property from Plaintiff and the Class and have
been and will be unjustly enriched at the expense of Plaintiff and the
members of the Class.  Specifically, defendants have deprived Plaintiff and
the Class of billions of dollars in monies from the sale of electricity at
unjust, excessive, and manipulated prices.
/ / /
 81. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
restoring to them all money wrongfully taken from them and allowing them a
claim in the full amount of all of defendants' ill-gotten gains, so as to
restore any and all monies to Plaintiff and the members of the Class and the
general public, which were acquired and obtained by means of such unfair and
deceptive acts and practices.
82. Pursuant to Section 17203 of the California Business & Professions
Code, Plaintiff and the members of the class seek an order of this Court
providing appropriate equitable and/or injunctive relief restraining
defendants from charging unjust and unreasonable rates and from manipulating
the electricity markets.
 FOURTH CAUSE OF ACTION
 Violations of the Consumers Legal Remedies Act
 (Against All Defendants)

83. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
84. Such acts and practices by defendants violate the Consumer Legal
Remedies Act, Civil Code Section 1750, et seq.  Defendants' acts warrant
appropriate injunctive and declaratory relief, including an injunction
restraining them from charging unjust and unfair rates or manipulating the
market for electricity.
FIFTH CAUSE OF ACTION
Unconscionability
(Against All Defendants)

85. Plaintiffs reallege and incorporate by reference each and every
allegation set forth above.
86. Defendants charged rates for wholesale electricity that were
unconscionable given their cost of production, the newly emergent markets
for that product, and the consumers' need for electrical power.
87. Defendants' rates were  inherently  excessive, invalid and
unconscionable, particularly in light of the deceptive and manipulative
practices they used to inflate the market prices and the vital need
consumers and businesses have for electrical power.
/ / /
 88. Defendants' unconscionable prices were passed through to Plaintiff
and the majority of the Class in the retail electricity rates charged by
SDG&E and thereby directly damaged Plaintiff and the Class.
 VI.
 PRAYER FOR RELIEF

WHEREFORE, Plaintiff and the Class pray for judgment against defendants as
follows:
(a) That the Court determine that this action may be maintained as a
class action and direct that reasonable  notice of this action be given to
the members of the Class;
(b) That the combination, contract, arrangement, agreement, conspiracy
and trust alleged herein be adjudged and decreed to be an unreasonable
restraint of trade in violation of Sections 16720 and 16726 of the
California Business and Professions Code;
(c) That damages be granted according to proof, and that Plaintiff and
the Class be awarded treble damages or statutory damages, where applicable,
attorneys' fees, costs and disbursements;
(d) That Plaintiff and the Class be awarded pre- and post-judgment
interest;
(e) That the Court enter appropriate injunctive and other equitable
relief, including the disgorgement of defendants' unlawful profits; and
(f) That Plaintiff and the Class have such other and further relief as
the Court may deem just and proper under the circumstances.
Dated: November 27,  2000     KRAUSE &
KALFAYAN



_______________________________
James C. Krause, Esq.
Ralph B. Kalfayan, Esq.
Patrick N. Keegan, Esq.
Stephen W. Poirier, Esq.
Attorneys for Plaintiff


OF COUNSEL:
David B. Zlotnick, Esq., SBN 195607
Attorney at Law
1010 Second Avenue, Suite 1750
San Diego, CA 92101
Tel: (619) 232-0331
Fax: (619) 2

-----Original Message-----
From: Mark.Palmer@enron.com [mailto:Mark.Palmer@enron.com]
Sent: Wednesday, November 29, 2000 8:44 AM
To: Leopold, Jason
Subject: Re: FW: ANNOUNCEMENT: Notice of Press Conference today



Got the announcement.  Can you forward the complaint (suit) as an
attachment?

Mark