EXHIBIT 23.2



               CONSENT OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.

     We consent to the reference to this firm under the heading "Risk Factors --
Risk of Judicial, Legislative or Regulatory Action -- Future State Legislative
Action May Invalidate the Transition Bonds or Their Underlying Assets" in the
Prospectus included in the Registration Statement.


                                      Very truly yours,


                                      /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.