Please forward to Louise as I did not have her email address.  Thank you.

Further to documents previously submitted, please note:

TAX:  Regarding tax provision with HQUS set forth in the ISDA, our tax 
department does require the representation in our US to US masters.  Please 
have your tax attorney discuss this with our tax attorney, Morris Clark at 
713 853-5846.  Further, upon review of our tax comments as to the guaranty, I 
have been advised by our tax department that the FORM W 8BEN will not be 
necessary, therefore, the one sentence paragraph in my comments immediately 
following Specified Jurisdiction should be deleted.

OPINIONS:  As I referenced in our conversation today, in respect of the HQ 
opinion, the definitional structure is intended to cover the Guaranty and the 
ISDA to the extent ISDA representations concern HQ as Guarantor and joining 
the ISDA for effecting such specific representations.  In connection with the 
Guaranty, it is intended that the opinion cover the Guaranty as it relates to 
supporting the particular types of underlying obligations to be entered into 
by HQUS and ENA, which we understand to be both hedge derivatives and 
speculative derivatives for up to multiple years.

 BOARD MINUTES:  My reading of the resolutions submitted suggests that HQ 
guaranties for financial derivative transactions are not affirmatively 
authorized thereby.  Are there other resolutions?

We are all available for call at 10 your time on Monday.

Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com