FYI


Susan D. Flynn
Enron North America Corp.
1400 Smith Street, EB3806
Houston, Texas  77002
Phone:  713-853-0975
Fax:  713-646-3490
----- Forwarded by Susan Flynn/HOU/ECT on 06/29/2000 02:33 PM -----

	"Daniel A Harris" <dharris@shearman.com>
	06/29/2000 02:17 PM
		 
		 To: Susan.Flynn@enron.com, Jason.Peters@enron.com
		 cc: Steve.Waldman@tudor.com
		 Subject: Re: ISDA Master Agreement between ENA and The Ospraie Portfolio Ltd.





Susan: That's right, the ISDAs will be substantially similar, although there
will be some fund-specific differences, such as the Cross Default Threshold
Amount. I will go ahead with Maples and "cc" Jason Peters. Thanks. Kind 
regards.
Daniel Harris






"Susan Flynn" <Susan.Flynn@enron.com> on 29/06/2000 15:49:34


To:   Daniel A Harris/LN/EU/ShS@ShSDOMAIN
cc:   "Jason Peters" <Jason.Peters@enron.com>, "Sara Shackleton"
      <Sara.Shackleton@enron.com>, "Per Sekse" <Per.Sekse@enron.com>, "Rod
      Nelson" <Rod.Nelson@enron.com>

Subject:  ISDA Master Agreement between ENA and The Ospraie Portfolio Ltd.






     Our Credit Department has approved Enron North America Corp. ("ENA")
entering into ISDA Master Agreement with the following Tudor entities:

     The Ospraie Portfolio Ltd.   (which you have told us is a Cayman Island
company)
     Tudor BVI Global Portfolio Ltd.  (which you have told us is  a Cayman
Island company)
     Tudor Proprietary Trading, L.L.C.  (which you have told us is  a Delaware
limited liability company)

      It is our understanding that once we finalize the negotiation of the 
form
   of the ISDA Master Agreement for The Ospraie Portfolio Ltd., we will use
   substantially the same form to prepare ISDA Master Agreements for Tudor BVI
   Global Portfolio Ltd. and Tudor Proprietary Trading, L.L.C.    Therefore, 
we
   are authorizing you to retain Cayman Island Counsel (we believe you are 
going
   to use the Maples Calder law firm) to prepare one legal opinion covering 
the
   ISDA Master Agreements between ENA  and each of Tudor BVI Global Portfolio
   Ltd. and The Ospraie Portfolio Ltd.

      If  our understanding of these matters is incorrect, please immediately
   contact Jason Peters at (713) 853-9720.


   Susan D. Flynn
   Enron North America Corp.
   1400 Smith Street, EB3806
   Houston, Texas  77002
   Phone:  713-853-0975
   Fax:  713-646-3490