Sara-

Here is a term sheet from another potential counterparty.  DB is treating any 
ISDAs with Banker Trust Co as a temporary thing and would like to have new 
ISDAs negotiated in DBs name.  

J
---------------------- Forwarded by Jeff Nogid/HOU/ECT on 07/24/2000 02:07 PM 
---------------------------


michael.c.ladas@db.com on 07/21/2000 03:56:22 PM
To: jeff.nogid@enron.com
cc: kenichi.shoji@db.com 
Subject: Issuer Forward Transactions




Jeff - per our conversation today, I have attached a basic equity forward
confirm (note that this is our generic form and will be modified to suit
the contract that we enter into) .  I have also attached a document
discussing a proprietary way that we have developed to enter into tax
deductible forwards.  I look forward to working with you further with
regard to this transaction


Best regards,


Mike Ladas
Vice President
Strategic Equity Transactions Group
p:212.469.8572 / f.212.469.4935

(See attached file: Tax Deductible Forward.doc)(See attached file: Issuer
Forward - quarterly resets - ENE.doc)

 - Tax Deductible Forward.doc
 - Issuer Forward - quarterly resets - ENE.doc