We have addressed this issue in respect of some Enron entities.  Robert D. Eickenroht is the Enron attorney with the most recent experience in these matters.  His telephone number is 713-853-3155.  All the best.  Jim Derrick

 -----Original Message-----
From: 	Committee of Corporate General Counsel of the Business Law Section <CORPGEN@MAIL.ABANET.ORG>@ENRON [mailto:IMCEANOTES-Committee+20of+20Corporate+20General+20Counsel+20of+20the+20Business+20Law+20Section+20+3CCORPGEN+40MAIL+2EABANET+2EORG+3E+40ENRON@ENRON.com]  On Behalf Of "Whealy, Michael T." <Mike.Whealy@firstdatacorp.com>
Sent:	Saturday, April 21, 2001 10:39 AM
To:	CORPGEN@MAIL.ABANET.ORG
Subject:	Conflicts Committees

Do any of the members of the committee have experience with the
establishment of a committee of the board of directors to resolve conflicts
of interest or review of transactions between the corporation and entities
in which the corporation may have a controlling but less than 100% equity
interest?