FYI until I get to it!
----- Forwarded by Sara Shackleton/HOU/ECT on 12/12/2000 09:37 AM -----

	Mara_Alexander@cargill.com
	12/12/2000 09:35 AM
		 
		 To: sara.shackleton@enron.com
		 cc: 
		 Subject: ISDA Master Agreement between Enron North America Corp. and 
Cargill, Incorporated


Dear Sara,

Attached please find our response to the draft Amendment to the CSA
for the above-referenced Agreement.  You will note that I have added
some additional language which our Legal Dept. prefers to include in
Amendments, which I trust will be acceptable to you as well.  As
mentioned briefly over the telephone the other day, I have also
incorporated some changes with respect to Letter of Credit provisions.

The changes to the LC terms are those which our Credit Department is
requiring as a result of a review of Cargill's LC language.  The main
issue is that an LC issued as collateral can no longer be transferable.
I note from the file on our ISDA negotiations that Enron may have
preferred transferability in order to be able to transfer an LC to
its Affiliates.  If this is still the case, we can certainly discuss
options which may specify and limit transferability accordingly.

I look forward to your response at your earliest opportunity.

Regards,
Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: Mara_Alexander@Cargill.com

 - 31409_Amnd_CSA.doc