Based upon our discussion yesterday, attached is an outline of the tax 
structure/benefit issues identified.  I believe I captured the items 
identified for each purchase scenario (e.g., a purchase including DSL/DSL(US) 
and a purchase excluding DSL/DLS(US)).

Please review the attached at your convenience and let me know if I missed 
anything or if anything should be added.

I will be forwarding this to our counsel in Canada to ensure that any 
associated benefit issues can be identified.


Thanks.



Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com