Exhibit 99.303


[CALIFORNIA ISO LOGO]

MEMO

To:      ISO Board

From:    Susan Schneider, Vice President, Client Services

                  Kellan Fluckiger, Vice President, Operations

CC:      ISO Executives

Date:    January 22, 1999

Re:      UPDATE ON ANCILLARY SERVICE MARKET REDESIGN PROCESS

- --------------------------------------------------------------------------------

         This memo provides an update on the A/S Redesign Project based on the
         Market Issues Committee Meeting yesterday, January 21. At that meeting,
         the ISO staff presented a summary of the A/S Redesign Project in
         accordance with the memo dated January 15 (attached).

         Following management's presentation, several different views were
         presented by the market participants and board members in attendance.
         Requests were made by committee members for additional information to
         help in the decision process on Jan 28th. A summary of these requests
         appears below.

         The January 15 memo is attached again for your review before the board
         meeting on January 28. Also attached is the memo issued today on the
         compromise proposal for uninstructed deviations. This latter item is on
         the Market Issues Committee agenda for Thursday and is also part of the
         package that will be brought to a vote at the Board meeting on
         Thursday.

         In order to meet the March 1 filing deadline, it is imperative that the
         Board reach a decision on the entire A/S package at this board meeting.



         REQUESTS FOR ADDITIONAL INFORMATION AND DATA MADE BY THE MARKET ISSUES
         COMMITTEE TO THE STAFF:


         o   What is the right order of priority for each of the top 5 design
             elements?




         o   If caps are taken away as a criteria (i.e. RMR not resolved), does
             the management recommendation change?

         o   Provide a cost/benefit analysis of each of the 5 options.

         o   Provide more information as to how ISO management priorities were
             reached.

     o   Resource questions

         o   Provide information on resource requirements on each of the 5
             options. This should address questions such as "What is the
             relative level of effort required for the 5 elements?" and "If the
             rational buyer preprocessor is installed for summer and PSSA
             (Product Specific Simultaneous Auction) was delayed, would that
             free up resources to complete Inter SC AS trades?"

         o    Provide information showing where resource requirements for Y2K
              will consume resources otherwise needed for A/S Redesign.

     o   Other Questions

         o    Provide a discussion of the replacement reserve option impact on
              other markets and RMR scheduling. Include a response to the gaming
              opportunity identified by the PX.

         o    Map the general A/S operating problems that the ISO believes
              are/were caused by adverse market incentives, including which ones
              have been resolved, which ones remain, and how the recommended
              design options would resolve them.

         o    Provide more clarification of the replacement reserve option and
              the rational buyer option, including the algorithms that will be
              used for procurement. Also provide more description or examples on
              allocation of costs.


Management will also strive to prepare answers to other questions raised by the
public at the meeting, many of which involve additional details on the 5 design
options.