<<RED.Escrow Agreement Enron Salmon LLC.DOC>>  <<ENA Salmon Escrow
Disbursement Instrns.DOC>>



Ladies and Gentlemen:

We have enclosed drafts of the following documents:

1.  Escrow Agreement marked to reflect changes from the draft previously
circulated; and
2.  Escrow Disbursement Instruction Letter.

Please review and advise of any comments.  Note that Citibank has not seen
or approved the enclosed forms, although the Escrow Agreement is identical
to one previously acceptable to them.  I have contacted Citibank about the
escrow, and they are to get back to me with a contact and fee information.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 137032vR3/2
  139328v1









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 - RED.Escrow Agreement Enron Salmon LLC.DOC
 - ENA Salmon Escrow Disbursement Instrns.DOC