Here are the revised term sheet, confirmation and schedule for the ENA CLO 
documents.  Please call if you have any questions or comments.  thanks

Anne C. Koehler
Sr. Counsel, ENA
EB 3832
713-853-3448
----- Forwarded by Anne C Koehler/HOU/ECT on 08/30/2000 05:22 PM -----

	"Curry, Alicia" <acurry@velaw.com>
	08/29/2000 09:57 AM
		 
		 To: "'anne.c.koehler@enron.com'" <anne.c.koehler@enron.com>, 
"'andrea.v.reed@enron.com'" <andrea.v.reed@enron.com>, "Keyes, David" 
<dkeyes@velaw.com>
		 cc: "Halbert, Elaine" <ehalbert@velaw.com>
		 Subject: Revised Documents


Anne,
Responding to your messages and emails of late yesterday and this morning,
attached are the revised term sheet and confirmation.  I have attached both
marked and unmarked copies.
I am not be in the office today. If you need further changes, my assistant,
Elaine Halbert, will be glad to help you.

I am still working on the V&E legal opinion.  Let me know if you have
comments on the Enron opinion that I sent you (or you may dictate them to
Elaine instead).

> Alicia L. Curry
> Vinson & Elkins L.L.P.
> 2300 First City Tower
> 1001 Fannin Street
> Houston, Texas 77002-6760
> Phone:  713-758-4428
> Fax:  713-615-5688
> (Licensed in New York only)
>
>
>
>
> +++++++++++++++++++++++
> CONFIDENTIALITY NOTICE
> +++++++++++++++++++++++
> The information in this email may be confidential and/or privileged.
> This email is intended to be reviewed by only the individual or
> organization named above. If you are not the intended recipient or an
> authorized representative of the intended recipient, you are hereby
> notified that any review, dissemination or copying of this email and
> its attachments, if any, or the information contained herein is
> prohibited. If you have received this email in error, please
> immediately notify the sender by return email and delete this email
> from your system. Thank You
>
PRIVILEGED AND CONFIDENTIAL:
Contains attorney-client communications and/or attorney work product.

 <<Term Sheet Compare.DOC>>  <<Confirm Compare.DOC>>  <<Put Option
Confirmation v3.DOC>>  <<Term Sheet for Merlin Put v9.DOC>>

 - Term Sheet Compare.DOC
 - Confirm Compare.DOC
 - Put Option Confirmation v3.DOC
 - Term Sheet for Merlin Put v9.DOC
----- Forwarded by Anne C Koehler/HOU/ECT on 08/30/2000 05:22 PM -----

	"Curry, Alicia" <acurry@velaw.com>
	08/30/2000 04:52 PM
		 
		 To: "'andrea.v.reed@enron.com'" <andrea.v.reed@enron.com>, 
"'anne.c.koehler@enron.com'" <anne.c.koehler@enron.com>
		 cc: "Keyes, David" <dkeyes@velaw.com>
		 Subject: Revised Schedule


Attached please find a revised Schedule to the ISDA Master Agreement to be
entered into between Enron Corp. and ENA CLO I Holding Company I L.P.  The
changes reflect comments received concerning the jurisdiction and waiver of
jury trial clauses.  Please let me know if you have further comments.
> Alicia L. Curry
> Vinson & Elkins L.L.P.
> 2300 First City Tower
> 1001 Fannin Street
> Houston, Texas 77002-6760
> Phone:  713-758-4428
> Fax:  713-615-5688
> (Licensed in New York only)
>
>
>
>
> +++++++++++++++++++++++
> CONFIDENTIALITY NOTICE
> +++++++++++++++++++++++
> The information in this email may be confidential and/or privileged. This
> email is intended to be reviewed by only the individual or organization
> named above. If you are not the intended recipient or an authorized
> representative of the intended recipient, you are hereby notified that any
> review, dissemination or copying of this email and its attachments, if
> any, or the information contained herein is prohibited. If you have
> received this email in error, please immediately notify the sender by
> return email and delete this email from your system. Thank You
>
PRIVILEGED AND CONFIDENTIAL:
Contains attorney-client communications and/or attorney work product.


 <<Compare.DOC>>

 - Compare.DOC