Here is a draft forward confirm from Lehman.  It should incorporate the 
registration rights language we want as well as the most recent accounting 
language that is needed.  Please review and give me your comments.  If we are 
happy with this, then we should move forward with an ISDA with these guys.  
Thanks in advance for your comments.
CF

----- Forwarded by Clint Freeland/Corp/Enron on 10/16/2000 10:10 AM -----

	"Franz, Philip" <pfranz@lehman.com>
	10/11/2000 05:53 PM
		 
		 To: "'Clint.Freeland@enron.com'" <Clint.Freeland@enron.com>
		 cc: 
		 Subject: Issuer Forward


At Paul Rosica's request I have enclosed an Issuer Forward confirm for your
review.

 <<ENRON.forward.10.11.00.doc>>

Regards,
Phil

Phil Franz
Transaction Management/Equity Derivatives
Lehman Brothers
(212)526-8482
pfranz@lehman.com
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 - ENRON.forward.10.11.00.doc