At the request of Nick Tubach, I am attaching our proposed form of Non-Disclosure Agreement.  If the enclosed meets with your approval, please execute the agreement and return it to me via fax no. (713) 646-3490.  I will then have it executed by Enron.  If you have any comments or questions please call Anne Koehler, Senior Counsel, at (713) 853-3448 or me at (713) 853-3399.  We look forward to hearing from you.