Dear Sara:

Please find attached hereto (i) Memo prepared in connection with certain 
changes in the nonresident investor's regulations occurred in Brazil, and 
(ii) revised Comparative Chart related to financial investments of 
nonresidents in Brazil.

Should you have any questions on the above matters, please do not hesitate to 
contact us.

Kind regards,

Marcelo Rodrigues

>>> "Sara Shackleton" <Sara.Shackleton@enron.com> 05/04 12:08 pm >>>


AFAC and Marcelo:  I hope this message finds you both well.  I would like to
finalize the matrix which was prepared last year so that we can create a
"baseline" for future updates.  Please feel free to date the matrix as of
December, 1999, if you wish.  Please forward any recent changes to me for
comment  and I will respond immediately.  Then we can move on to other things!
Thanks for your help and attention to this mattter.  Regards.  Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 05/04/2000 
10:34
AM ---------------------------


"MBTOS - Marcelo Rodrigues" <Mbtos@tozzini.com.br> on 03/13/2000 06:27:26 PM

To:   Sara.Shackleton@enron.com
cc:   Brent.Hendry@enron.com, Lynn.Aven@enron.com, afac@tozzini.com.br
Subject:  Re: Financial Trading in Brazil


Dear Sara:

Thank you for your E-mail below. We will be reflecting the new changes in the
regulations in the chart and will be sending it to your review as soon as
possible.

Kind regards,

Marcelo Rodrigues

>>> "Sara Shackleton" <Sara.Shackleton@enron.com> 03/13 2:29 pm >>>


Greetings to you both!  It has been awhile since we last spoke.  I would like 
to
finalize the matrix which we have been discussing since the latter part of 
1999.
Although we were awaiting new Central Bank regulations, I am beginning to 
think
that the Central Bank revisions will not impact the matrix except with respect
to transactions which may be entered into by entities that are the subject of
the Central Bank regulations.  Please let me know whether or not you agree or
can offer any suggestions.  Thanks and regards.  Sara







 - M2689iii.doc
 - Char5.doc