---------------------- Forwarded by Richard B Sanders/HOU/ECT on 11/15/99 
04:58 PM ---------------------------


SHoward@milbank.com on 11/03/99 10:35:06 PM
To: Richard B Sanders/HOU/ECT@ECT
cc: Lisa Mellencamp/HOU/ECT@ECT, Linda R Guinn/HOU/ECT@ECT 
Subject: NSM Suits in CA



I spoke with Legg Madson's lawyer today.  He said that his complaint was
done in haste and that he had not really thought everything through yet.  He
said he would be glad to consider any written or oral showing we may wish to
offer as to why ECT should not be in the suit.  (I made a brief pitch about
why would we invest $30m just to get $750K as a fee for defrauding
ourselves.  The lawyer seemed to understand.)  Richard, we should now decide
how to proceed.  I would suggest a phone call with Legg Mason's counsel that
you participate in, going over the facts and offering to supply documents to
support what we say.

Lisa, could you fax me a copy of the signed agreement with Oaktree in which
ECT/Enron agreed to some continuing cooperation with Oaktree in the
litigation.  Mike Swartz is calling us about that

Steve Howard
Milbank, Tweed, Hadley & McCloy LLP
showard@milbank.com
213-892-4478; 213-892-4748 (fax)



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