Brent:

Thanks very much for this report - these are VERY helpful in keeping me up to 
date on what's happening in your part of the world.

Mark


From: Brent Hendry AT ENRON_DEVELOPMENT@CCMAIL on 02/16/99 08:41 AM
To: Mark E Haedicke@ECT, Mark - ECT Legal Taylor@ECT, Randy Young AT 
ENRON_DEVELOPMENT@CCMAIL
cc: Dan J Hyvl@ECT, Jeffrey T Hodge@ECT, Jordan Mintz@ECT, Harry M 
Collins@ECT, Stephen W Van Hooser@ECT, Bob Carter@ECT, Julio Casillas@ECT, 
Susan Musch AT ENRON_DEVELOPMENT@CCMAIL, "Andrea Calo/ENRON_DEVELOPMENT" AT 
ENRON_DEVELOPMENT@CCMAIL, Sue Frusco AT ENRON_DEVELOPMENT@CCMAIL 
Subject: BA Project Report


Importance:  High
---------------------------------


Here is my list of some of the projects/contracts Andrea and I are involved
in or working on (recent comments are in bold):
TGS Secured Credit Facility--(Issue raised  by Don Black regarding the 
feasibility of pledging linepack gas.  We need to check with Robert George on 
this issue.)

Imbedded Capital Contracts--(Scott Porter raised the issue of developing a 
new form of template with Andrea and asked that we discuss the issue with 
Robert George.)

Distribution Contracts--The commercial group would like to have preapproved 
distribution contract forms available to give to customers so that the 
customer can submit them to the distribution company when electing a 
commercial bypass.  Only two distributors have had their form approved by the 
ENARGAS.  We are looking into what we can offer to our customers in the other 
distribution territories to speed the process of finalising distribution 
contracts with the LDCs to avoid long delays.

ENARGAS Expedientes--ENARGAS has issued an order to Enron to amend three of 
its gas contracts to modify references to firm transportation and to unbundle 
the pricing.  The ENARGAS also sent a letter to our customers which we feel 
overstepped their regulatory role.  The meeting between Roberto Pensoti and 
Hector Formica was held last Thursday.  Roberto had a follow up phone 
conversation with Hector on Friday and had a meeting Monday morning with 
Alicia Federico to get a feel for the amount of resistance we will get. We 
have been given a 30 day extension to respond to the order in order to have 
meetings with the ENARGAS and try to come to some resolution on this issue. 
The first meeting will be scheduled early next week.

Neuquen Tax Assessment--Andrea has faxed or emailed the pertinent information 
regarding the stamp tax assessment on the Technical Assistance Agreement 
between TGS and EPCA to George Frumkin, Anna Sepulveda and Michelle Blaine 
who will co-ordinate with TGS and Perez Companc on the strategy for 
responding to the assessment.  Michelle will call TGS outside counsel today 
in order to hire him to also represent EPCA.  EPCA has filed its response to 
Neuquen using the arguments prepared by TGS on January 27.  Michelle Blaine 
has requested information regarding what the next step by Neuquen might 
possibly be.  We will look into the issue.

Tax Lobbying--Jordan Mintz and Terry Thorn are proposing a series of meetings 
with government officials in late February and have asked Carlos Bastos to 
see if he can also arrange a meeting with Mr. Lenicov at that time.  Issues 
include determining whether the stamp tax and turnover tax issues can be 
lobbied at the national level or only at the provincial level.  There is a 
proposal that was floated that the turnover tax could be included in the VAT 
tax scheme which might solve the problem with the turnover tax.  The focus of 
the meetings is to determine how a lobbying strategy can be developed and who 
should be involved in the actual lobbying process.  Jordan Mintz is handing 
off the responsibility he had assumed on this issue to Jim Ginty.  Jordan has 
asked Carlos Bastos to see if he can set up a meeting with Mr. Lenicov on 
March 11th or 12th since Terry Thorn can be in Buenos Aires on those days.

Transportation Capacity Release Guidelines--Must review and comment on new 
ENARGAS proposed guidelines by February 5.  Comments were made on February 5.

Vandenfil--Vandenfil has filed for a pre-bankruptcy proceeding which has not 
yet been "opened" by the court due to the January recess.  For the last three 
months Vandenfil has made their payments only after our sending them
termination notices with a two business day cure period.    The most likely
scenario during the preliminary bankruptcy period is that our contract will 
be "continued" by the trustee giving us a priority in payment for ongoing 
deliveries of gas.  After the preliminary bankruptcy is opened if we have not 
been served notice that our contract is "continued" within 30 days we would 
be allowed to terminate the contract.  One of the risks that we face with 
this customer is that they may argue to the trustee that we cannot terminate 
the contract claiming we are providing a public service.

Imasa Bid--Format of Enron's original proposal structure changed.  Enron and 
Albanesi submitted joint termsheet to Central Puerto in November  where Enron 
proposed signing two contracts with Central Puerto, one for the supply of all 
the gas transportation and another for the supply for 60 percent of the gas 
requirements and Albanesi proposed two contracts, one for supplying 40 
percent of the supply of the gas and another for the building of the pipeline 
spur.  Central Puerto is studying the proposals and has not responded as of 
January 25, 1999.

Dow Pipeline Spur Feasibility Study--Enron and Dow are studying the 
feasibility of building a pipeline between TGS and two affiliates of Dow. 
Issues include determining whether our CEIASA shareholder and owners 
agreements preclude Enron from building spurs for end users and whether spurs 
that serve more than one customer can be built under current regulatory 
guidelines.  Andrea will be putting together a short report based on her 
meeting with Nestor Martinez.   A team meeting consisting of legal, 
regulatory, commercial, credit and structuring met yesterday to discuss the 
broad parameters of the Dow spur proposal.  The commercial group is preparing 
a first draft of a build, operate and finance termsheet that they would like 
to present to the customer on Thursday to be reviewed by Robert George. 
Credit is still doing its analysis of the two proposed counterparties.

Contract Review--Preliminary gas contract reviews for Central Puerto and Ave 
Fenix for Rob Rice and Federico Cerisoli.

Gas Deals:
Chauvco--20 day gas supply contract being drafted
Cerro VanGuardia--Amendment to the gas sale agreement being drafted to cover 
negotiated changes to the take or pay provisions.
Bagley--Two Offer letters sent to two Bagley entities for review, Enron was 
not the low bidder.  I have been asked by to look into how other "marketers" 
are avoiding the turnover tax and thus be more competitive than we are.  The 
customer is looking at the relative risks between firm distribution and 
interruptable distribution but is running up against a deadline for actually 
requesting a contract template for distribution services.  The contract is 
slated to begin March 23, however, the distributor has 30 days to respond for 
requests for distribution services.
Total--Spot master agreement proposed for transactions out of Neuquen.  Short 
term draft offer for gas out of Chubut being reviewed by Total.  A separate 
one year supply contract template supplied by Total is being reviewed.  The 
customers template contains the same type of language that gave us Antitrust 
trouble in the PCR contract.  Peidra Buena--Gas sale agreement for peaking
gas.    Final offer sent and Gas has started flowing.  We are now working on
a one year contract.  A termsheet has been sent to the customer. 
Dow--Negotiating offer letter format for sale of gas to two Dow affiliates. 
Gas deal is related to but independent of the spur issue.  A mark up of draft 
has been received the end of last week, Dow indicates that further comments 
are to be sent soon.

Power Deals:
We need to draft an output marketing form of contract for the purchase of 
electricity.

Argentine Signatories:
Scott Neal has approved a new structure for signatories in Argentina.  I will 
work with Hope Duggan firm on the new POA's.