I am currently working on a new ISDA wherein the counterparty is a US sub of 
a foreign Guarantor.  Upon consulting with Rhett Jackson in Tax, he thought 
we needed to work a form of the tax reps into the guaranty since the 
Guarantor was foreign.  I see the same issue arising in respect of certain 
other amendments on which I am working.  Rhett is looking over this matter 
now and I will advise.    Any thoughts?



Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com