Marc, I have left a voice mail message for Ken regarding this and have asked him to call either me or you if he needs any additional information. I look forward to seeing you at the conference.  All the best.  Jim 

 -----Original Message-----
From: 	Marc Manly/HOU/NewPower@NEWPOWER [mailto:IMCEANOTES-Marc+20Manly_HOU_NewPower+40NEWPOWER@ENRON.com] 
Sent:	Thursday, March 29, 2001 11:19 AM
To:	Derrick Jr., James
Cc:	Overturf, Elaine
Subject:	NewPower Proxy disclosure

Jim:

	A heads-up.  Following up on our conversation last month about Ken Lay's untimely Form 4 filings, it is an item required to be disclosed in our annual Proxy.  As required by the rules, we have so disclosed it under "Section 16(a) Beneficial Ownership Reporting Compliance" at page 17 of the draft Proxy distributed to the Board members earlier this week.  Presumably the notation that Ken has since filed the reports will make this a non-event and a mere technical violation, which, based on my review of other proxies, appears to be a common occurrence.    I leave it to you whether you wish to bring the required disclosure to Ken's attention.

	I trust that all is going well otherwise.  I look forward to seeing you at the upcoming Enron Law conference.  I am slotted to speak to the group on Friday.  I may have a problem with joining you for the General Counsel meeting on the 2nd in that I have "required attendance Lockhart staff meeting" starting early the next day in Purchase.

                                                                                      Marc