Marilyn,

Attached is a final version of the GISB with revision to Special Provisions 
regarding purposed tax language.   If you are in agreement with the final 
version,  please proceed with execution of same.

Please give me a call with any questions and or comments you may have 
regarding the enclosed.
   

Best regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490