----- Forwarded by Elizabeth Sager/HOU/ECT on 12/19/2000 11:34 AM -----

	"Rick Antonoff" <Rick.Antonoff@cwt.com>
	12/15/2000 02:17 PM
		 
		 To: elizabeth.sager@enron.com, mary.cook@enron.com
		 cc: "David Mitchell" <David.Mitchell@cwt.com>
		 Subject: Three-Way Trade


Further to our telephone conversation on Tuesday, attached is our
memorandum setting forth certain provisions that may be included in the
relevant documentation of the three-way exposure reducing trades.

We look forward to speaking with you later today.


(See attached file: Three-Way Trade.doc)

______________
Rick B. Antonoff
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
Phone: 212 504-6759
Fax: 212 504-6666
Mobile: 917 287-6391
Email: rick.antonoff@cwt.com
==============================================================================
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==============================================================================

 - Three-Way Trade.doc