Ed:  Let me know what you think about the setoff (it excludes three 
Termination Events:  Illegality, Tax Event and Tax Event Upon Merger) and 
I'll reinsert our part (b) setoff paragraph addressing the NDP's satifaction 
that other payments by the DP have been made.  Sara

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 01/31/2001 02:17 PM -----

	Mara_Alexander@cargill.com
	01/31/2001 02:07 PM
		 
		 To: Sara.Shackleton@enron.com
		 cc: Edward.Sacks@enron.com
		 Subject: CARGILL-ALLIANT, LLC


Dear Sara,

Further to our conversation of this morning, I have spoken to our
Credit Manager, Andrzej Kabarowski.  We are able to significantly
move negotiations forward by agreeing to your proposed $100MM
Cross-Default Thresholds for Cargill-Alliant and Enron North America
Corp.  I can also agree to your language and a trigger of BELOW BBB-
for the Additional Event of Default.

Regarding the Set-Off issue, I attach language for your consideration
which demonstrates our agreement to include a Non-Defaulting Party's
Affiliates.  This language does not, however, make Set-Off available
in all instances, but rather restricts it to the market standard of
set-off in cases of any Event of Default and the Credit Event Upon
Merger Termination Event.  In light of our agreement to the 3 major
items above, we ask that you consider using the attached language in
this ISDA Master Agreement between Enron North America Corp. and
Cargill-Alliant LLC.

Unfortunately, I still have no further information on the Guarantee
from Cargill, Incorporated.  We have again pressed our Corporate
Treasury Dept. for a prompt response.

I look forward to hearing from you again at your earliest convenience.

Regards,
Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: Mara_Alexander@Cargill.com


 - SetOff.doc