Robert E. Bruce
Senior Counsel
Enron North America Corp.
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com
----- Forwarded by Robert Bruce/NA/Enron on 12/11/2000 12:37 PM -----

	Robert Bruce
	Sent by: Robert Bruce
	12/11/2000 12:20 PM
		 
		 To: Clement Abrams/Corp/Enron@ENRON
		 cc: Sara Shackleton/HOU/ECT; mvonbock@enron.com
		 Subject: TD prepay guarantees

Clement, as we discussed this morning, Credit Suisse First Boston 
International (CSFBI) and Morgan Stanley Capital Group are requesting 
unlimited guarantees of ENA's obligations under the prepay swaps.  We already 
have an unlimited guaranty in place for the benefit of Toronto Dominion 
(issued in connection with the 1998 master); word from London is that we are 
arguing with them as to whether we have to provide a stand-alone unlimited 
guaranty specific to this transaction.

In any event, we will have to execute at least two new unlimited guaranties 
on behalf of Enron Corp. (assuming Ben Glisan approves).  Enclosed is a draft 
that I propose using as a template, red-lined to show revisions from our 
standard form of financial trading guaranty:



By copy to Sara and Marcus, I ask them to provide any comments to this draft 
that they feel appropriate.  I would like to get your approval before I send 
clean drafts based on this form to the counterparties.  Thanks -- Bob


Robert E. Bruce
Senior Counsel
Enron North America Corp.
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com