By now, most of you are aware that Enron will be acquiring London-based MG 
Plc, one of the world,s leading metals marketers.  In connection with our 
on-going activities relating to MG Plc, I thought it would be helpful to 
provide you with a brief overview of on our future new metals business, to 
further explain the reasons underlying the acquisition and to update you on 
the integration team,s accomplishments to date.

What is MG Plc?
MG Plc is a leading, independent international metals trading business, which 
provides a variety of services to the global metals industry. The business 
dates back to 1881 when it was the German Metallgesellschaft Group and was 
active in trading metals from its head office in Frankfurt.  Today, MG is one 
of the world,s top non-ferrous metals brokers and market makers, the world,s 
leading independent copper merchant and a leading merchant of many other 
non-ferrous metals.

MG is comprised of two core areas of expertise, the Financial Services and 
Merchanting Divisions.  The Financial Services Division was formed in 1970 to 
provide market-making and trading services to the MG,s physical metals 
trading business through futures trading as a member of the London Metal 
Exchange and, at a later date, as a member of COMEX in New York.  In the late 
1980s, as a result of London,s growing leading role in the metals industry, 
MG established a merchant trading office in London.  In 1986, MG developed 
its warehousing division with the acquisition of Henry Bath.  In 1999, the 
Merchanting and Financial Services Divisions, including warehousing, were 
combined into a single company, which was floated on the London Stock 
Exchange.  Currently, MG,s core trading offices are located in London and New 
York with warehouse operations in Liverpool, Humberside, Rotterdam, New 
Orleans, New Haven, and Singapore. It has merchanting offices in Lima, 
Santiago, Los Angeles, Chicago, Stockholm, Cologne, Hamburg, Frankfurt, New 
Delhi, Shanghai, Beijing, Hong Kong, Seoul, Tokyo and Melbourne.

What does the Merchanting Division do?
The Merchanting Division is the world,s leading independent copper merchant, 
one of the top three independent merchants of copper concentrates and nickel 
and one of the leading European merchants of recycled non-ferrous metals. The 
division also trades in other non-ferrous metals on the London Metals 
Exchange (LME), including lead, tin, zinc, aluminium and brass.

The Merchanting Division engages in the following main activities:

? Merchanting of Non-ferrous Metals ) MG trades as a principal with producers 
and consumers, buying and selling non-ferrous metals and concentrates 
(particularly copper, aluminium and nickel), exchanging qualities and 
locations and lending and borrowing metals.
? Global Stockholding ) MG holds stocks of non-ferrous metals at warehouses 
around the world.
? Merchanting of Recycled Metal ) MG trades as a principal with suppliers and 
consumers of non-ferrous metal for recycling.
? Terminal Market Operations ) MG participates in the LME and COMEX using 
hedging, arbitrage and position management to support its merchanting 
activity.

What does the Financial Services Division do?
The Financial Services Division is one of the leading LME members and, based 
on the volume of LME metals stored, is one of the leading LME metals 
warehousing businesses.

The Financial Services Division engages in the following main activities:

? Brokerage Activities ) MG executes orders as a broker for clients in LME 
and COMEX contracts.
? Market-Making ) MG is a market-maker for both futures and options contracts 
and COMEX and OTC contracts.
? Warehousing ) MG stores metals and other goods in eleven locations in 
Europe, the United States and Asia.

MG has also begun to prepare to trade non-ferrous metals using the internet 
as its platform.  On 10th February, MG announced the formation of a joint 
venture with Internet Capital Group, Inc. and Safeguard International Fund, 
L.P. to develop an internet marketplace for trading non-ferrous metals. The 
joint venture, called EMETRA, intends to establish a world-wide 
business-to-business, e-commerce trading platform for the non-ferrous metals 
markets, including physical trading and the trading of futures and options 
contracts.

Why is Enron acquiring MG?
Enron is committed to expanding its position as a global leader in wholesale 
markets. By expanding into new wholesale markets, such as non-ferrous metals, 
Enron expects to leverage its wholesale expertise and will be able to offer 
customers new products and solutions to address their business needs which 
link different commodities and inputs.

MG will provide Enron with a number of important benefits.  At the same time, 
Enron expects that MG will significantly benefit from its association with 
Enron.  Some of the benefits we envisage include:

? The opportunity to combine Enron,s core competencies in trading, finance 
and origination with MG,s global position in trading non-ferrous metals.

? The ability for both Enron and MG to access new clients, particularly in 
the United States and Europe.

? The ability to cross-market both existing products and new products such as 
bundled products that offer combined metals and power outsourcing.

? The ability to leverage the opportunities available to MG by increasing its 
financial strength and the resources available to it.

? The chance to overlay the EnronOnline business-model on the metals industry 
to increase liquidity and contract market share.

What remains to be done?
Merging the business operations of two entities, even highly motivated 
companies such as Enron and MG, has been and will continue to be a formidable 
and daunting exercise.  Having a shared vision facilitates rapid integration, 
but there are many complicated and complex tasks that remain.  During the 
conditional offer period, Enron and MG are taking steps to prepare for a 
seamless and non-disruptive integration of our respective operations.  
Ideally, when Enron,s offer to buy all MG shares becomes unconditional (15 
July 2000 is the current target date), the two can hit the ground with their 
feet running.

In the short term, a number of things must be accomplished to facilitate that 
smooth transition.  Most importantly, in order to ensure that the deal goes 
forward, Enron and MG will work to remove the remaining conditions to Enron,s 
offer, including obtaining the shareholder approvals from all shareholders as 
well as obtaining relevant regulatory consents.

A number of other steps must be taken, however, during the first phase of our 
integration timetable to ensure that everything stays on track.  Integration 
activities will focus on four primary aspects of our operations: commercial 
matters, financial matters, middle and back office issues; and, most 
importantly, on the employees of both organisations.  Some of the most 
important goals relating to each of these areas are:

Commercial
? Developing physical metal contracts suitable for listing on EnronOnline and 
installing necessary communication and technology links to facilitate data 
transfers and information flows between MG and Enron.
? Preparing a joint venture management plan for MG's interest in EMETRA that 
is consistent with Enron,s goal of listing physical metal contracts on 
EnronOnline.
? Identifying opportunities to
- combine Enron's core competencies in trading, finance, and origination with 
MG's global position in trading non-ferrous metals;
- leverage MG,s position by increasing its financial strength and resources 
available to it;
- cross-market both existing and new products to Enron and MG customers, 
particularly in the US and Europe; and
- grow MG's metal trading franchise.

Financial
? Obtaining waivers from MG's banks in respect of change of control in loan 
or other agreements.
? Preparing plans to integrate cash management functions and putting in place 
funding arrangements for August 2000 onwards.
? Preparing plans to arrange large-scale inventory securitisation to reduce 
balance sheet debt before year-end.

Middle and Back Office
? Preparing financial information necessary to understand and maximise 
integration benefits including, pro-forma consolidated financial statements; 
profit and loss budgets for the third and fourth quarters of 2000; and 
integration budgets.
? Determining the feasibility of integrating accounting systems (AS400, SAP).
? Assessing  MG's core trading and risk profiles and developing plans to 
incorporate risk profiles in MG's metals books into Enron systems.  
? Evaluating IT systems and infra-structure at all MG office + warehouse 
locations and preparing budgets and programmes to provide MG staff with 
access to Enron IT systems and applications.

People
? Preparing a programme to co-locate MG's London staff (145) at Enron House 
over the weekend of 16/17 September.
? Developing plans to harmonize compensation, benefits, and employment 
policies and practices; developing plans for staff reporting relationships.
? Communicating plans and status of activities at all levels of Enron's and 
MG's organizations.
? Arranging introductions between Enron and MG staff and providing 
opportunities for information exchanges.

Where do we go from here?
I believe that Enron,s acquisition of MG is an exciting opportunity for us 
all.  While a number of steps remain to be taken, we have already 
successfully begun the integration of Enron and MG.  By remaining 
enthusiastic and committed to this process, I expect that this transition 
will proceed smoothly and with a minimum of difficulty.




Summary of MG Offices/Staff Worldwide


Location	Employee
	Headcount	Location	Employee
			Headcount
Brazil
Canada
Chicago
Chile
Edinburgh
Frankfurt
Germany
Hamburg
Hong Kong
Houston
K?ln
Lima
Liverpool
London
Los Angeles, CA
Missouri	1
	4
	6
	1
	1
	28
	1
	39
	1
	2
	1
	1
	38
	152
	18
	3	Moscow
		NY
		Peru
		Rotterdam
		Shanghai
		Singapore
		South Africa
		Spain
		Stockholm
		Tokyo
		HENRY BATH CAMBERLEY
		HENRY BATH EDINBURGH
		HENRY BATH LONDON
		HENRY BATH MANCHESTER
		HENRY BATH AVONMOUTH
		LIVERPOOL ) HB & SON	1
			46
			1
			29
			1
			7
			1
			1
			2
			8
			2
			1
			10
			2
			4
			18



For further information or queries regarding MG, please contact Eric Gadd.
Direct no:  +44 20 7783 6595
Fax no:      +44 20 7783 8314