Internal approval schedules at both Enron and El Paso dictate a delay in 
signing until Tuesday morning 5-Dec.

Attached are the latest drafts of all of the significant documents regarding 
the transaction.  There are two minor commercial issues - one regarding the 
final arithmetic for the deferred payment schedule and the other in regard to 
the Merlin SubNote participation.  There are some final tweaks to come to the 
numbers and language in the tax sections of the Transaction and LLC 
Agreements.  Most other changes are anticipated to be minimal from this point 
forward.  

I will be out tomorrow, but will be checking voice mail.  Please leave me a 
voice mail or call Lisa Mellencamp with any final issues you may have.  

Thank you for your prompt attention to these matters.