Exhibit 99.399


            STAKEHOLDER WHITE PAPER - FTRS SHOULD BE PURELY FINANCIAL

The Firm Transmission Rights (FTR) instrument should contain no link whatsoever
to system operation or scheduling - IT SHOULD REMAIN PURELY FINANCIAL IN NATURE.
The FTR "tiebreaker" scheduling priority option creates a link to system
operation whenever there is insufficient economic information (e.g., Adjustment
Bids (ABs)) available to the ISO to economically implement its congestion
management protocols. When this "tiebreaker" scenario occurs, the FTR would turn
into a "physical" right to schedule. The "tiebreaker" scheduling priority option
should be eliminated from further consideration, and not allowed to undermine
the FTR instrument or the congestion management system.

The history of the "financial" vs. "physical" debate stretches back 5-6 years,
beginning with the CPUC's "Yellow Paper" and "Blue Book," and culminating with
their landmark December 20, 1995 restructuring Decision. In that Decision, the
CPUC called for Transmission Congestion Contracts (TCCs) (now called FTRs), and
found that financial rights "provide the best method of meeting the legitimate
needs of the market." Today, stakeholders agree that financial rights are the
way to move forward, albeit with the "tiebreaker" scheduling priority debate
being the last vestige of physical rights.

There are numerous advantages to be realized by keeping the FTR a purely
financial instrument, with no link to system operation:

- -    FINANCIAL FTRS ARE ENTIRELY COMPATIBLE WITH LONG-TERM FIRM SUPPLY
     ARRANGEMENTS

     Proponents of physical FTRs claim that "scheduling certainty" is needed to
     support long-term firm must-run supply arrangements. This simply is not
     true. It is true that without scheduling certainty, suppliers can not be
     assured that physical delivery will occur. Of course, this is also true in
     a system with physical rights. However, the "commercial implications" of
     not having scheduling priority that guarantees physical delivery CAN be
     fully hedged and accounted for through ABs and the holding of pure
     financial FTRs. Either:

     1)   The value that an SC (SC 1) implicitly places on the transmission (via
          their AB) will be high enough to be allocated scheduling rights on ISO
          transmission, thereby incurring no commercial implication costs; or

     2)   Another SC (SC 2) places a greater value on the transmission in an
          hour than does SC 1, and SC 2 receives the physical right to schedule
          in that hour. SC 1, by holding the FTR, receives congestion revenues
          sufficiently high enough to completely cover any "commercial
          implication" costs. This is because SC 1 reflected those costs in its
          AB, and the resultant congestion revenues it receives as the FTR
          holder in that hour cannot, by definition, be lower than that value.

     Also, entering into must-run/must-take contracts in the future seems
     inconsistent with a robust electricity market.

- -    "TIEBREAKER" FTRS COULD NEGATIVELY IMPACT MARKET EFFICIENCY BY "THINNING"
     THE MARKET FOR ADJUSTMENT BIDS

     With pure financial FTRs, market participants have more incentive to submit
     ABs, thereby making the need for a "tiebreaker" scenario moot. Consider the
     example where two SCs submit schedules without ABs but only one SC has an
     FTR. Using the "tiebreaker" scheduling priority, the SC without the FTR
     would be curtailed ahead of the SC with an FTR. The holder of the FTR would
     certainly have less incentive to submit ABs than if there was no scheduling
     priority. A "deep" AB market is therefore essential to the efficient
     allocation and pricing of congested inter-zonal transmission capacity.

- -    MARKET POWER CONCERNS ARE EXACERBATED IF FTRS CARRY "TIEBREAKER" SCHEDULING
     PRIORITY

     If FTRs are concentrated among a few holders, a potential for the exercise
     of market power exists. Whether FTRs carry a scheduling priority or not, it
     may be possible for FTR holders to game the market by over-scheduling to
     create congestion and drive up zonal energy prices. THIS CONCERN IS
     EXACERBATED IF FTRS CARRY "SCHEDULING PRIORITY," since FTR holders would be
     assured of physical delivery of their supplies while competitors' schedules
     would be subject to curtailment. The ISO's Market Surveillance Group has
     analyzed the issues associated with FTRs and concluded that FTRs with
     "scheduling priority" pose significant market power concerns. It recommends
     that FTRs be purely financial. The University of California Energy
     Institute performed similar analysis and reached the same conclusion.

- -    FTRS THAT CARRY A "TIEBREAKER" SCHEDULING PRIORITY ARE OPERATIONALLY
     COMPLEX AND DIFFICULT TO ADMINISTER, AND WILL RESULT IN INCREASED TRACKING
     AND ACCOUNTING COSTS

     Experience in the market so far with ETCs has demonstrated the difficulty
     of handling different transmission service levels, and implementation of
     FTRs with scheduling priority will complicate this process even further.
     The secondary markets will also be impacted, as FTRs would have to be
     monitored so that FTR holders at any particular time are known with
     certainty.

- -    FTRS THAT CARRY "TIEBREAKER" SCHEDULING PRIORITY FACE POSSIBLE FERC
     INVOLVEMENT IN THE FTR SECONDARY MARKETS

- -    INDEPENDENT MARKET OBSERVERS (E.G., THE CPUC & CEC) HAVE ENDORSED A SYSTEM
     OF PURELY FINANCIAL RIGHTS

- -    FERC HAS ALREADY SET A PRECEDENT BY APPROVING A PURE FINANCIAL FTR
     INSTRUMENT FOR THE PJM SYSTEM

- -    PURE FINANCIAL FTRS MOVE THE NEW RESTRUCTURED ELECTRIC MARKET FORWARD,
     instead of maintaining a system of physical scheduling rights, one in which
     transmission "haves" and "have-nots" were prevalent. Reforming and moving
     beyond this antiquated structure was one of the principal underlying
     drivers of electric industry restructuring.

The expected frequency of occurrence of the "tiebreaker" is also important.
Since the market opened, ABs have simply not been as forthcoming as had been
hoped. If the lack of ABs dictates a high frequency occurrence of the
"tiebreaker" scenario, a system that uses FTR "tiebreaker" scheduling priority
essentially turns into a system of requiring physical rights to schedule,
thereby completely undermining the marginal cost-based, open access market that
has been developed. Conversely, if the "tiebreaker" scenario occurs only rarely
or not at all, as its proponents have sometimes claimed, the "stated" need for
FTR "tiebreaker" scheduling priority becomes completely moot.