Attached for your approval is the form of Enron Corp. Guaranty in favor of 
the referenced Counterparty, which guarantees the obligations of ENA under an 
ISDA Master Agreement.  This Guaranty will supersede and replace the guaranty 
previously given to Counterparty (formerly known as Enserch Energy Services, 
Inc.) dated as of December 16, 1996.  We will need the standard executed copy.

 In addition, we will need the following closing documents:  Certificate of 
Incumbency.

 Upon approval and execution, please call me at x33399 to pick up the 
documents.  Thank you for your assistance in this matter.