Attached please find the latest version of the Enron South America
Facility Agreement and Exhibits, as well as a blackline showing changes
from the last version circulated.  The Agreement has only been changed
to show tomorrow's date. Exhibit B-1 has been cleaned up and
placeholders put in for Exhibit H-2.  I will forward an execution copy
to Kay Mann tonight which will incorporate the agreement and exhibits
into one document and will have the copy of Exhibit H-2 attached.
 - South America Facility Agt. Comparison of v. 7 to 8.DOC
 - South America Exhibits v. 7 to 8.DOC
 - ESA Break-out Agreement  Execution Copy.DOC
 - Version 8 ESA Exhibits - Houston.doc