Mr. McNally,

Per the request of Clint Freeland of Enron Corp., attached for your review is 
a draft of the ISDA Master Agreement between Enron Corp. and CSFB.  If you 
will not be negotiating the Agreement on behalf of CSFB, please let us know 
the correct person.

Please contact myself or Sara Shackleton if you have any questions.



Stephanie Panus
Sr. Legal Specialist
Enron North America Corp.
1400 Smith Street, Suite 3806
Houston, Texas  77002
phone:  713.345.3249
fax:  713.646.3490