Per my voice mail,  attached is an alternative to the language originally
proposed re:  statutory reference in the ISDA choice of law clause.  David
Mitchell and I discussed the issue and believe that the statutory reference
is fine. We note that the statutory threshold --  contracts "arising out of
a transaction covering in the aggregate not less than $250,000"  -- will
likely be met either with each confirm individually or with all confirms in
the aggregate .

Please do not hesitate to contact David at (212) 504-6285 or me at (212)
504-6261 to discuss this further.

(See attached file: Governing Law 2.doc)

Joan A. Stumpf
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York  10038
Tel:  (212) 504-6261
Fax:   (212) 504-6666



                    David
                    Mitchell             To:     Joan Stumpf/NY/CWT@CWT
                                         cc:
                    12/13/2000           Subject:
                    02:57 PM





per our t/c
---------------------- Forwarded by David Mitchell/NY/CWT on 12/13/2000
02:59 PM ---------------------------


Robert.Bruce@enron.com@enron.com on 12/12/2000 06:50:11 PM

To:   dmitchel@cwt.com
cc:   Mark.Taylor@enron.com
Subject:


(See attached file: Governing Law.doc)As we discussed, enclosed is the
standard choice of law provision of our ISDA schedule, red-lined to show
how the statutory reference might be worded.  Mark Taylor and I are
interested in your thoughts on the matter. -- Bob


Robert E. Bruce
Senior Counsel
Enron North America Corp.
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com
(See attached file: Governing Law.doc)




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 - Governing Law 2.doc
 - Governing Law.doc