FYI
----- Forwarded by Ann Ballard/Corp/Enron on 08/10/2000 11:20 AM -----

	"Imus, Neil W." <nimus@velaw.com>
	08/10/2000 11:01 AM
		 
		 To: "Eva Neufeld (E-mail)" <Eva_Neufeld@enron.com>, "Ann E. Ballard 
(E-mail)" <aballar@enron.com>
		 cc: "McCulloch, Bruce C." <bmcculloch@velaw.com>
		 Subject: Procedures to request early termination during the 30 day waiting 
period where did not request initially in HSR filing


August 10, 2000

Eva and Ann:

 I exchanged voice mail messages with Mike Verne at the FTC's
Premerger Notification Office about early termination ("ET") requests.  I
asked him what was involved if parties did not initially ask for ET but then
changed their minds once the 30 day waiting period was underway.

 Mike's voice mail response is transcribed below.  Essentially you
just send a letter in indicating you are now interested in ET.  Assuming
there is no ongoing interest in investigating the transaction further at
either agency, it sounds as if you could get ET within 24 hours.

* * * *
Voice mail message from Mike Verne - August 10, 2000:

 "Hi Neil Mike Verne back to you on your question about early
termination.  Either party by letter can request that  ET now be granted
even if they didn't request it at the beginning of the waiting period.  As
far as the practicality of it being granted, DOJ ignores whether or not
early termination has been requested or not so you will be in the same
position with them as you would have been had you requested early
termination when you filed.  On our end, we would just run it back by
whatever litigation shop it was referred to for information to let them know
that early termination has now been requested and make sure they don't have
any problem with that.  Generally they will not or we would have referred it
to them for a more substantive review at the beginning.  So, usually within
24 hours of requesting it, you can have early termination granted assuming
that DOJ is not involved.  If you need anything else give me a call (202)
236-3167. Thanks."

* * * *

Neil

Neil W. Imus
   Vinson & Elkins  L.L.P.
   1455 Pennsylvania Ave. N.W. #700
   Washington, D.C. 20004-1008
      Phone: 202-639-6675
      Fax: 202-879-8875
      e-mail: nimus@velaw.com