Jason

Since I have only one comment with respect to the attached document, I will 
simply recite it below.

Section 1, GUARANTY:

In the last sentence added by the Counterparty, it isn't really relevant for 
purposes of the Guarantor.  What would be relevant would be to state that the 
Guaranty will continue to be effective if the Company mergers or consolidates 
with or into another entity, .......  The Guaranty captures the concept of it 
being enforceable by the Counterparty, its successors and assigns in Section 
11, Miscellaneous.  The language in the last sentence in Section 1 added by 
the Counterparty seems superfluous and probably unnecesary.

We also spoke about the Guaranty to President and Fellows of Harvard.  I did 
receive comments from its counsel.  Unfortunately, the faxed copy that I 
received was in such bad shape that I could not make out some of the 
comments.  Also, there were some changes made that I didn't quite 
understand.  I will request Tim Diggins (Ropes & Gray) to send another fax to 
me and maybe that will clear up the ambiguity.

Clement   




	"JASON PETERS" <PETEJ@andrews-kurth.com>
	10/09/2000 05:28 PM
		 
		 To: <clement.abrams@enron.com>
		 cc: <Samantha.Boyd@enron.com>, <Sara.Shackleton@enron.com>
		 Subject: Enron Corp. Guaranty - Midcoast Marketing, Inc.


  Clement,

Pursuant to Sara Shackleton's request, attached for your review, please find 
a blacklined copy of the Enron Corp. Guaranty marked to show requested 
changes by the above-referenced counterparty in connection with the 
negotiation of a Master ISDA Agreement between ENA and Midcoast Marketing, 
Inc.  Should you have any comments or questions, please call me at 
713-220-4124.  I have been advised that this ISDA is considered a Top 10 by 
ENA's credit department, therefore, your attention to this matter is greatly 
appreciated.

Thanks,

Jason

 - Blacklin.DOC