With launch next week of this new product we need to be sure we are on the 
same page and I've left messages to ensure that we are.  The heat is on and 
your full co-operation is needed to make launch possible and a success.

Attached for you info is a restricted list procedure (in draft) we'll be 
finalising and rolling out in Europe over the next day or two. It will go to 
all business heads in Europe to ensure  that when we get confidential info in 
about an entity that  entity is notified to legal and the entity placed on 
the list.  We then stop trading online in that entity.  As you already have a 
restricted list process in the US you may well not need anything new, but 
this may help if need be.

Sullivan & Cromwell have drafted a separate and distinct confidentiality 
procedure which you have already seen.  It is intended just for the credit 
trading group and Bryan and I will make sure his group (on both sides of the 
pond) is up to speed with the procedure before launch.  

In terms of avoiding being sued by reference entities to whom we might have 
fiduciary duties, we are doing three things:

(i)  notifying the entities tomorrow about the new product and the fact that 
we'll be quoting them online.  Hopefully this should flush out potential 
problem cases.

(ii)  Bryan is calling round all Enrton relationship managers asking whether 
we have relationships which are arm's length with the ref entities - if there 
is any doubt about it, we will err on the side of caution and not quote on 
that ref entity.

(iii) we will try to identify whether there are outstanding confidentiality 
agreements with the entities - (this will certainly not be decisive and I 
place more store by (i) and (ii) from a practical perspective). Again, if in 
doubt we will take the ref entity off the list.  

Finally, on the capacity of counterparties, we have recently received a list 
of those to be included initially and I know you have too.  Most are big, 
sophisicated players but we will check capacity anyway where need be.  We 
trust you will do likewise, as per Sullivan & Cromwell's advice. 

John Sherriff will be asking Bryan tomorrow whether this project is all clear 
on the legal side botth there and in the US and it would be good to be able 
to give positive soundings.  Perhaps then we can speak early tomorrow on 
this.  Many thanks indeed. 

 Paul

---------------------- Forwarded by Paul Simons/LON/ECT on 16/02/2000 19:27 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  "WARNA-KULA-SURIYA, Sanjev" <Sanjevwks@SlaughterandMay.com>            
               16/02/2000 12:11
	

To: "Paul Simons (E-mail)" <paul.simons@enron.com>, "Edmund Cooper (E-mail)" 
<edmund.cooper@enron.com>
cc: "Petch, Tolek" <Tolek.Petch@SlaughterandMay.com>, "Brown, Gavin" 
<Gavin.Brown@SlaughterandMay.com> 

Subject: Confidentiality and Restricted List Procedures



SLAUGHTER AND MAY
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TEL: +44 (0) 171 600 1200     FAX: +44 (0) 171 600 0289

This e-mail message is CONFIDENTIAL and may contain legally privileged
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A list of the partners and their professional qualifications is available
for inspection at the above address.  The partners are either solicitors or
registered foreign lawyers.

____________________________________________________________________________
__________
As promised, I attach a draft of the Policies and Procedures Document. Let's
have a word about it tomorrow.



 - CD003678918_4.doc