----- Forwarded by Sara Shackleton/HOU/ECT on 12/27/2000 08:14 AM -----

	Christine.Lee@ubsw.com
	12/22/2000 07:49 PM
		 
		 To: sara.shackleton@enron.com, Clint.Freeland@enron.com, jeff.nogid@enron.com
		 cc: David.Kelly@ubsw.com, Michael.Collins@ubsw.com
		 Subject: New Draft of Contract and Equity Forward Restructuring


     Dear Sara, Clint and Jeff:

     David Kelly reviewed the contract I sent you last night and asked me
     to make the following additional changes:

     1)  In Registration Provisions, change in two places "this equity
     derivatives transaction" to read "this Transaction."

     2)  Move dividend adjustment language to the "Amendment of the Equity
     Definitions" section.

     3)  On page 14, I inserted the necessary ratcheting trigger language
     that I inadvertently deleted yesterday.

     The revised document is attached.

     As Jeff and I agreed today, we are going to restructure the floating
     rate forward so that it will be a fixed rate forward.  We will
     therefore use the same confirmation for both transactions.

     We will restructure the forward as of 12/26/00 using $73.6797 as the
     base price.  This price represents the forward price as of 12/12
     ($73.5941) plus interest up to 12/26 ($0.2107) less the dividend paid
     on 12/20 ($0.1251).

     The rate we will use to calculate the interest on the forward will be
     interpolated between 3 and 4 month LIBOR set on 12/26 plus 65 basis
     points.  The forward price will be reduced by the expected dividend of
     $0.125 per share paid around 3/20/01.

     The maturity of the forward will remain April 12, 2001.

     I will be on vacation next week but Mike Collins will be able to help
     you.  He can be reached at 203-719-8385.

     Happy Holidays to you all!

     Regards,
     Christine







 - MARKUP.DOC

Visit our website at http://www.ubswarburg.com

This message contains confidential information and is intended only
for the individual named.  If you are not the named addressee you
should not disseminate, distribute or copy this e-mail.  Please
notify the sender immediately by e-mail if you have received this
e-mail by mistake and delete this e-mail from your system.

E-mail transmission cannot be guaranteed to be secure or error-free
as information could be intercepted, corrupted, lost, destroyed,
arrive late or incomplete, or contain viruses.  The sender therefore
does not accept liability for any errors or omissions in the contents
of this message which arise as a result of e-mail transmission.  If
verification is required please request a hard-copy version.  This
message is provided for informational purposes and should not be
construed as a solicitation or offer to buy or sell any securities or
related financial instruments.