Craig -

I apologize for my delayed response.  Below I have attached a copy of the LOI 
marked to reflect only a few comments.  I am also forwarding these to Denis 
O'Connell in London who is responsible for EnronCredit in Europe for his 
review and comment.

Please look over the attached and let me know if you should need anything 
further.




Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com



	Craig Chaney@ECT
	04/16/2001 12:48 PM
		 
		 To: Mark Greenberg/NA/Enron@ENRON
		 cc: 
		 Subject: S&P Letter of Intent

Mark,
I need your review of the attached letter or intent by Thursday.  Citibank 
and S&P have reviewed it and accepted the attached draft.  As usual the only 
thing binding is the NDA portion of the letter.

Please give me a call if you have any questions.

Thanks,
Craig
3-3840