Hi there.

Is this required by our agreement, or just a nice touch?  We have a fairly 
long list of people who we would have to track down, and it seems to me that 
these people can be replaced (or have been) without the formality of 
resigning.  I'll send you the list separately.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 01/22/2001 12:09 
PM ---------------------------


"George Kutzschbach" <gkutzschbach@fulbright.com> on 01/19/2001 06:14:02 PM
To: kay.mann@enron.com
cc: DPedigo@INTERGEN.com, CCampbell@KSLAW.com 

Subject: Resignations of CAED I & II Man. Dir. & Officers


Kay,

Please have the appropriate managing directors and officers of CAED I
and CAED II execute the attached resignations and return the executed
resignations to Doug Pedigo.  If any other persons were manging
directors or officers of CAED I or CAED II prior to closing, please have
them execute similar resignations and furnish them to Doug.  Thanks.

George

 - 5bx_j01_.DOC