I am going to see Dan Leff today about possible opportunities with EES.  The 
resolution of my situation with EOTT  will turn, at least in part, upon 
whether there is some kind of spot for me down at Enron, but in any case, we 
should be thinking now about how the two of you would like to approach a 
number of important issues which I have been handling from the legal 
perspective.  These are:

1.  Project Phoenix:  I am assembling the task force needed to do this deal.  
I have the working relationship with the negotiating counterparts on the 
Equilon side and am prepared to negotiate the key transactional documents.

2.  Koch Curative and Commercial Disputes:  There are a number of open 
Cosmos/curative and commercial matters b/w ourselves and Koch which need to 
be addressed as soon as possible, including the supply contract issue.  Since 
I had primary responsibility for negotiating the Cosmos PSA, I have a strong 
relationship with the "players" on the Koch side and am prepared to assist 
Dana in getting these issues resolved.

3.  The Koch Registration:  Ditto "2" above, but this qualifies as a separate 
matter b/c of the NYSE and SEC implications for EOTT.

4.  The Oxy Deal:  This deal appears to be accretive for our West Coast 
business and while we hope to sign the definitive agreements in the near 
term, there will still be a number of challenges we will have to face in 
getting all of the permits, etc. completed to enable us to perform with Oxy.  
A number of legal calls will have to be made in this context.

5.  Arizona Asphalt Terminals:  These were sold to Paramount Petroleum three 
years ago under a contract-for-deed arrangement.  I handled this deal.  
Paramount will complete its payments soon and there are a number of issues to 
be covered in conveying legal title to these properties to Paramount.

As you both know, there are variousf other issues I am working on, including 
the Lloyd's (Montana) case, our ongoing legal situation regarding spills/risk 
assessment, etc., and the general day-to-day management of the Legal 
Department.  There are a number of ways to tackle the issues listed above, 
but since Molly has had no real involvement in these matters to date (with 
the exception of the Koch supply contract), I thought that it would make 
sense for the three of us to sit down at some point to discuss workable 
alternatives for transitioning through these important items.  Molly will be 
quite busy over the next several weeks with the move and certain  
commercial/systems matters. 

However my personal situation turns out, I want you both to know that I want 
to do everything I can to assist in a smooth and workable transition.  With 
both the South Shore Harbor meeting and the move approaching, it would be 
good if the three of us could spend some time on these matters sometime 
soon.  Please let me know.  Thanks.  SWD