---------------------- Forwarded by Sara Shackleton/HOU/ECT on 07/29/99 10:40 
AM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Robin Connor <robin_connor@khh.com>                           07/29/99 
10:14 AM
	

To: Sara Shackleton/HOU/ECT
cc:  
Subject: swap opinion letter/ enron and RPII.DOC



 <<swap opinion letter/ enron and RPII.DOC>>

Attached for your review is a form of opinion letter to be delivered in
connection with the confirmation.  Please call me (817-878-3575) after you
have had a chance to review the letter.

 - swap opinion letter/ enron and RPII.DOC