Pursuant to the request of John Malowney, attached for your review is the 
proposed ISDA Master Agreement between Enron North America Corp. and Boeing 
Company.

If you have any questions or comments, please call either myself at 
713-345-3249 or Sara Shackleton at 713-853-5620.  We look forward to hearing 
your comments.

Stephanie Panus
Enron North America Corp.
1400 Smith Street, EB3806
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490