RE the message attached from Brian Swinford, Lynn advises that you are 
familiar with CIESA (I am not!).  I don't know anything about a prior 
interest rate swap.  By copy of this e-mail I am asking Pat Cini to suggest 
how we might proceed.  If you have further information, please let us know.  
Thanks.  Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 09/30/99 09:23 
AM ---------------------------


Brian Swinford@ENRON_DEVELOPMENT
09/30/99 08:26 AM
To: Sara Shackleton@ECT
cc:  
Subject: ISDA


Sara,

Bruce Harris gave me you name as a contact for getting a copy of Enron's 
approved ISDA documentation.  I am looking a helping our 50% owned 
subsidiary, CIESA do an interest rate swap to fix rates on its $220MM 
floating rate note agreement.  The existing swap which was done in 1997 runs 
off on 10/22/99.  The tax department here at Enron (South America) have asked 
me to let them review any swap documentation we plan on entering into 
beforehand so they can look at any tax issues (i.e., tax law changes that may 
have occured since the last swap was done).  

I am not sure what documentation was used the last time around - I have asked 
the financial folks at TGS which manages the CIESA FRN on behalf of Enron and 
Perez Companc to send me a copy of whatever documentation was used before as 
a starting place but haven't heard back from them.  Do you happen to have any 
information on the previous swap?

I am on my way to Dallas for the day.  I will give you a call tomorrow to 
check in.  Thanks.

BRS