UNITED STATES OF AMERICA
	BEFORE THE
	FEDERAL ENERGY REGULATORY COMMISSION

California Power Exchange Corporation	)	Docket No. ER99-933-000

	MOTION TO INTERVENE OUT-OF-TIME OF
	THE CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION

Pursuant to Rule 214 of the Commission's Rules of Practice and Procedure, 18 C.F.R. § 385.214, the California Independent System Operator Corporation (“ISO”) hereby moves to intervene out-of-time in the above-captioned proceeding.
COMMUNICATIONS
Please address communications concerning this filing to the following persons:
N. Beth Emery					Edward Berlin
Vice President and General Counsel		Kenneth G. Jaffe
Roger E. Smith, Regulatory Counsel		Michael E. Ward
California Independent System 			Swidler Berlin Shereff Friedman,
	Operator Corporation				LLP
151 Blue Ravine Road				3000 K Street, N.W., #300
Folsom, CA 95630					Washington, D.C.  20007
Tel: (916) 351-2334					Tel: (202) 424-7500
Fax: (916) 351-2350				Fax: (202) 424-7643

BACKGROUND

On December 16, 1998, the California Power Exchange Corporation ("PX") filed in the above-captioned docket Amendment No. 6 to its Operating Agreement and Tariff and various Protocols.  The PX is a nonprofit corporation authorized by FERC order and California electric restructuring legislation to provide a Day-Ahead forward market for Energy in California.  The PX is independent from the ISO and is certified as a Scheduling Coordinator under the ISO Tariff.
In its December 16, 1998, Transmittal Letter, the PX stated that the majority of the changes in Amendment No. 6 are designed to accommodate practices of the ISO.  In particular, the PX stated that certain Protocol revisions provided for the pass-through of ISO charges to the PX participants and the coordination of the PX’s settlement scheduling to better track the ISO’s settlement procedures.  Various parties moved to intervene in the proceedings. 
On February 11, 1999, the Commission accepted Amendment No. 6 for filing with a nominal suspension, subject to refund.  It granted effective dates as requested by the PX.  The Commission ordered a hearing, but held the hearing in abeyance pending settlement discussions.  In addition, the Commission directed the Chief Administrative Law Judge to appoint a settlement judge to convene a settlement conference.  On February 25, 1999, Chief Judge Wagner appointed himself as settlement judge and scheduled a settlement conference for 10:00 a.m. on March 4, 1999.

BASIS FOR MOTION TO INTERVENE

The ISO is a non-profit public benefit corporation organized under the laws of the State of California and responsible for the reliable operation of a grid comprising the transmission systems of San Diego Gas & Electric Company, Southern California Edison Company, and Pacific Gas and Electric Company.  As part of this responsibility, the ISO implements schedules submitted by Scheduling Coordinators certified by the ISO, including the PX, and assesses certain charges against those Scheduling Coordinators.  The changes proposed by PX's filing in the above-captioned docket relate to charges to be assessed against the PX by the ISO.  The PX's proposed changes are explicitly designed to accommodate practices under the ISO Tariff.  The ISO therefore has an interest in this proceeding that cannot be adequately represented by any other party. 
Moreover, because Amendment No. 6 is designed to accommodate practices under the ISO Tariff, the ISO’s participation in the proceeding will facilitate resolution of issues concerning the ISO’s practices and the compatibility of Amendment No. 6 with those practices.  Because of the early stage of the proceedings, prior to the submittal of testimony, no party will be prejudiced by the ISO’s failure to intervene at an earlier time.  Accordingly, the ISO requests that it be permitted to intervene herein with full rights of a party.

CONCLUSION

Based on the foregoing, the ISO respectfully requests that the Commission permit it to intervene out of time and that it be accorded full party status in this proceeding.
	Respectfully submitted,
___________________			__________________
N. Beth Emery				Edward Berlin
Vice President and General Counsel	Kenneth G. Jaffe
Roger E. Smith, Regulatory Counsel	Michael E. Ward
The California Independent		Swidler Berlin Shereff Friedman, LLP
     System Operator Corporation		3000 K Street, N.W., #300
151 Blue Ravine Road			Washington, D.C.  20007
Folsom, CA 95630				Tel: (202) 424-7500
Tel: (916) 351-2334				Fax: (202) 424-7643
Fax: (916) 351-2350

	Attorneys for the California Independent System Operator Corporation

Date: March 3, 1999

	CERTIFICATE OF SERVICE

I hereby certify that I have this day served the foregoing document upon each person designated on the official service list compiled by the Secretary in this Docket No. ER99-933-000, in accordance with the requirements of Rule 2010 of the Commission's Rules of Practice and Procedure, 18 C.F.R. § 385.2010 (1998).
Dated at Washington, D.C. on this 3rd day of March, 1999.

______________________________
Michael E. Ward

	March 3, 1999

David P. Boergers
Secretary
Federal Energy Regulatory Commission
888 First Street, N.E.
Washington, D.C.  20426

Re:  	California Power Exchange Corporation
Docket No. ER99-993-000

Dear Secretary Boergers:

Enclosed for filing are an original and 14 copies of the Motion to Intervene of the California Independent System Operator Corporation in the above-referenced docket.  An additional copy of the filing is also enclosed.  Please stamp the additional copy with the date and time filed and return it to the messenger.

Thank you for your assistance in this matter.

				Respectfully submitted,

                                                                 
					Michael E. Ward
Attorney for the California 
Independent System Operator Corporation

cc:	Judge Wagner (2 copies)