approved..please proceed to execution

-----Original Message-----
From: Beth Ng [mailto:Beth.Ng@morganstanley.com]
Sent: Tuesday, October 23, 2001 9:28 AM
To: Bailey, Susan
Cc: Shackleton, Sara; Rohauer, Tanya; William.Bradford@ENRON.com;
Anthony T Lupiano JR
Subject: Fourth Amendment to Master Agreement


Re:    Proposed Fourth Amendment to the Master Energy Price Swap
Agreement between Enron North America Corp. ("Enron") and Morgan Stanley
Capital Group Inc. ("MSCGI")

Dear Susan:

Pursuant to the discussions between Anthony Lupiano of our Credit
Department and Bill Bradford of your Credit Department yesterday,
attached you will find a proposed Fourth Amendment to the Master Energy
Price Swap Agreement.  The purpose of this Fourth Amendment is to amend
the Exposure Threshold definition.    It is my understanding that Mr.
Bradford has agreed to these terms.   Our Credit Department is expecting
that we bring this document to a closure quickly.

Please contact me with any questions or comments you may have.

Kind regards,

Beth Ng
Commodities Division - Documentation
Tel:  212 761 8720
Fax: 212-507-4898 /  212 761 0293
Email:  Beth.Ng@morganstanley.com

1585 Broadway, 4th Floor
New York, NY   10036