Gene:
Enclosed for your review is a revised draft of the Amendment Agreement (clean 
and marked).  I will fax to you the confirmations that are described under 
"Exempt Transactions".  I have faxed to Chase the confirmations that are to 
be assigned.  I look forward to hearing from you.



Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com