Here are our tax comments on the PATS documents other than the Offering 
Circular.   

Regards,
AnnMarie
___________________________________________________

Remarketing Agreement
1.) Section 5, Fees and Expenses, provides that the Remarketing Agent will 
not be entitled to any compensation or reimbursement for expenses in 
connection with its services under the Agreement, but UBS Warburg and/or 
affiliates of the bank are presumably receiving various fees (e.g., 
structuring, underwriting or placement fees, etc.?) and, to the extent the 
affiliate is foreign and its employees are performing those services in the 
US, we could have a withholding tax issue with respect to those fees.   Can 
we get an itemization of the fees that Enron expects to pay in the deal and 
the status (i.e., foreign or domestic) of the intended recipient(s)?
2.) Section 4(c).  If there is the potential for the remarketed notes to be 
issued in bearer form, are we sure that Enron will have the necessary rights 
to design the notes and monitor the marketing process so as to ensure we 
don't lose our interest deduction and that we don't become subject to 
withholding for payments to foreign holders?  

Trust Agreement
1.) Section 1.1, Definition of "Opinion of Counsel," page 6.   The second 
sentence in this definition which describing that published rulings from the 
IRS can be relied upon in an an opinion from counsel on tax matters seems 
awkward.   Are items not listed here off-limits for reliance?  I would 
propose to delete the sentence entirely. 
2.) Section 2.1(a), page 10.  
 a.) Will the Trust actually be created at the time the Certificateholders 
make their investment or will it be created earlier and then be amended and 
restated at the time the Certificateholders make their appearance?   If the 
latter is true, who will initially hold all the beneficial interests in the 
Trust, e.g., Enron or a third party, and if the latter, whether it is foreign 
or domestic?
 b.) Are there any restrictions on the number of Certificateholders either 
initially or at any subsequent time?   If not, can we be sure that the Trust 
will not treated as a publicly traded partnership for tax purposes?
3.) Sections 4.3 and 4.4, pages 17-18.   We should confirm that the The Bank 
of New York as Trustee will actually be responsible for any tax reporting 
that needs to ge done in connection with the trust, e.g., trust information 
return (Form 1041), or in connection with the certificate holders' ownership 
interest in the trust (Forms 1099-INT (interest) and Form 1099-? (foreign 
currency swap payments)) and/or Forms 1042/1042-S (if the offering becomes a 
Regulation S offering).  I have found in the past that even when documents 
specify that a bank or trust company is supposed to handle these duties, they 
are typically either ill equipped or physically incapable of complying.   
(See also Section 6.11) 
4.) To the extent that Enron is required to handle any of the book 
accounting, tax accounting/reporting, and any other day-to-day activitites 
for the Trust, we need to determine whether that would give the certificate 
holders nexus in Texas for purposes of the Texas franchise tax.   We should 
also check to make sure that the reference to Enron in the name of the Trust 
doesn't affect this analysis especially since Enron is apparently responsible 
for paying the expenses and liabilities of the Trust under Section 3.6, the 
Trustee's fees under Section 9.5(a), and is responsible for indemnification 
of the Trustee, the Paying Agent, and the Certificate Registrar under Section 
9.5(b). 

Purchase Agreement
1.) Section 3, page 8.  What kind of discounted purchase price will be paid 
for the Notes first by the Trust and then by the Initial Purchaser?   
Presumably, the amount will be de minimis, but we need to know for purposes 
of doing an original issue discount ("OID") calculation.
2.) Section 4, page 8.   We need to know if and when it is determined that 
the Certificates will be offered in a Regulation S offering.

---------------------- Forwarded by AnnMarie Tiller/Corp/Enron on 06/01/2000 
09:37 AM ---------------------------
   
	Enron Global Finance
	
	From:  Joyce Dorsey @ ECT                           05/31/2000 02:24 PM
	

To: rastin@velaw.com, Gareth Bahlmann/HOU/ECT@ECT, Clint 
Freeland/Corp/Enron@Enron, Paige B Grumulaitis/HOU/ECT@ECT, who@velaw.com, 
Johnna Kokenge/Corp/Enron@ENRON, jlynch@velaw.com, Jeff Nogid/HOU/ECT@ECT, 
kimberly.r.scardino@arthurandersen.com, Sara Shackleton/HOU/ECT@ECT, Pushkar 
Shahi/HOU/ECT@ECT, Ryan Siurek/Corp/Enron@ENRON, William Stuart/HOU/ECT@ECT, 
AnnMarie Tiller/Corp/Enron@ENRON, Brent Vasconcellos/Corp/Enron@ENRON
cc:  

Subject: Enron PATS 2000-1

Please review the attached documents and submit comments on 
   (i) the Purchase Agreement, 
   (ii) the Trust Agreement,
   (iii) the Remarketing Agreement  and, if time allows, 
   (iv) the Offering Circular 
to Gareth Bahlmann or Clint Freeland by 4 p.m. tomorrow, Thursday, June 1.  

Clint will be meeting with the legal group tomorrow at 4 pm in EB2762.  
Please feel free to attend that meeting if you have comments that need to be 
discussed.

Joyce Dorsey
Assistant to Gareth Bahlmann  
---------------------- Forwarded by Joyce Dorsey/HOU/ECT on 05/31/2000 01:32 
PM ---------------------------


mukunah@winstim.com on 05/31/2000 08:35:52 AM
To: clint.freeland@enron.com, gareth.bahlmann@enron.com, 
kimberly.blue@ubsw.com, scott.whitney@ubsw.com, ryan.donovan@ubsw.com, 
scott.giese@ubsw.com, timothy.steele@ubsw.com, michael.davidson@ubsw.com, 
william.sullivan@ubsw.com, john.magovern@ubsw.com, raustin@houston.rr.com, 
mspradling@velaw.com, sara.shackleton@enron.com, who@velaw.com, 
gorloff@bracepatt.com, ktrautner@bracepatt.com, Rastin@velaw.com, 
jim.hunt@ubsw.com, lyndon.taylor@ubsw.com, tom.field@ubsw.com, 
ttabor@bankofny.com, kurzw@winstim.com, bergeronc@winstim.com
cc: ecklandt@winstim.com, delaneyj@winstim.com, chudyj@winstim.com, 
earlyhud@winstim.com 
Subject: Enron PATS 2000-1


In connection with Enron's PATS offering, we're attaching a Cover Letter and
clean and marked drafts of the revised Preliminary Offering Circular, Purchase
Agreement, Remarketing Agreement and Trust Agreement.

Best regards,

Hazel Mukuna

(See attached file: Cover Letter.doc)

(See attached file: Preliminary Offering Circular.doc)  (See attached file:
Preliminary Offering Circular.REDLINE.doc)

(See attached file: Purchase Agreement.doc)        (See attached file: 
Purchase
Agreement.REDLINE.doc)

(See attached file: Remarketing Agreement.doc)     (See attached file:
Remarketing Agreement.REDLINE.doc)

(See attached file: Trust Agreement.doc)           (See attached file: Trust
Agreement.REDLINE.doc)


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 - Cover Letter.doc
 - Preliminary Offering Circular.doc
 - Preliminary Offering Circular.REDLINE.doc
 - Purchase Agreement.doc
 - Purchase Agreement.REDLINE.doc
 - Remarketing Agreement.doc
 - Remarketing Agreement.REDLINE.doc
 - Trust Agreement.doc
 - Trust Agreement.REDLINE.doc