Per Stan's response, our discussions this morning, and my talk with Bob Baird 
a few minutes ago, we will move promptly in the direction of getting the S-1 
filed with (1) an acceptable but otherwise minimal disclosure of the Phoenix 
deal (we will not name the seller), and (2) some disclosure about our need to 
renegotiate the term (crude) supply deal with Koch.  Dana and I will first 
have a confidential conversation with Tye Darland and Mark Wilson at 
Koch----and I am trying to arrange that discussion now.  In the meantime, 
Baird will be fixing the S-1 with the new disclosures so we will be able to 
move right away once we talk with Koch. Joe Richards will clear the needed 
hurdles with Equilon in this regard.  Please advise if there are any 
questions.  Thanks. SWD



	Stanley Horton@ENRON
	Sent by: Cindy Stark@ENRON
	07/31/2000 04:32 PM
		
		 To: Steve Duffy/Houston/Eott@EOTT
		 cc: Dana Gibbs@EOTT, Lori Maddox/Houston/Eott@Eott, Susan Ralph@EOTT, 
rbaird@velaw.com@EOTT
		 Subject: Re: The Koch S-1

Steve:

Dana's suggestion is a good one.  It's honest and puts our delay in the 
bracket of "good faith".

Stan



From: Steve Duffy@EOTT on 07/31/2000 02:19 PM
To: Dana Gibbs, Lori Maddox/Houston/Eott@Eott, Susan Ralph, Stanley 
Horton/Corp/Enron@Enron, rbaird@velaw.com
cc:  

Subject: The Koch S-1

Today I received a somewhat unpleasant letter from Mr. Mark Wilson at Koch.  
Koch is saying that it has been damaged by the delay in the registration of 
its EOTT common units and is making veiled threats of legal action against 
EOTT.  The tone of Mr. Wilson's letter is inappropriate in my view.  I will 
send each of you a copy of Mr. Wilson's letter and I will work with Bob Baird 
in framing an appropriate response from EOTT.  At this juncture, since it now 
appears that it will be at least several more weeks before we know whether 
the Phoenix deal will become "disclosable,"  it might make sense to advise 
Koch about Phoenix on the condition of strict confidentiality (Dana's 
suggestion).  Bob, could we do this?  If we could do this, Koch would be able 
to appreciate the dilemma posed by the Phoenix deal and how this impacts the 
S-1 filing.  SWD