Gerald,

This looks fine from our end.  Go ahead with the execution copies.

Regarding the ENFOLIO, I forwarded my comments on to our lawyer.

I am still hoping to send out our response by Thursday or Friday.

Should I address that response to your attention?

Thanks,

Ann






-----Original Message-----
From: Gerald.Nemec@enron.com [mailto:Gerald.Nemec@enron.com]
Sent: Tuesday, February 27, 2001 1:51 PM
To: Crawford, Ann
Cc: Mark.Whitt@enron.com; Russell.Diamond@enron.com
Subject: Re: Transaction Agreement - Opal 5 Year Deal



Ann,  Attached is the confirm with revisions.  I tweaked the language to
make it clear that the transaction is governed by the existing master until
we get the new one executed.  Please review and if OK, I can prepare
executables for signature.  Please keep me updated on the status of the
review of the new master.  Thanks.

(See attached file: ENRON OPAL 5YR C.doc)