FYI
---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on 
05/10/99 04:34 PM ---------------------------


Alan B Aronowitz
05/10/99 11:16 AM
To: Mark - ECT Legal Taylor/HOU/ECT@ECT
cc:  
Subject: Conflicts Clearance fir ECT/Procter & Gamble Swaption

fyi.
---------------------- Forwarded by Alan B Aronowitz/HOU/ECT on 05/10/99 
11:15 AM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Beverly Rudy <BRUDY@sablaw.com>                           05/06/99 
01:30 PM
	

To: Alan B Aronowitz/HOU/ECT
cc: LFINGER@sablaw.com, WCOREY@sablaw.com 
Subject: Conflicts Clearance fir ECT/Procter & Gamble  Swaption



Alan, this e-mail confirms our discussion earlier today in which you
gave clearance to Sutherland Asbill & Brennan to represent another
existing firm client, Procter & Gamble (*P&G*), with respect to a put
swaption for Northern Bleached Softwood Kraft that Procter & Gamble
wishes to enter with Enron Capital & Trade Resources Corp.  You
clearance on behalf of ECT is based upon my description of what
Sutherland has been asked to do by P&G, which is to review the ISDA
documentation, provide comments and negotiate with ECT, if necessary.
We understand that ECT*s clearance given to Sutherland to work for P&G
on this matter is for the specific transaction only.  Moreover, we
assure you that if ECT and P&G do enter into the swaption and a
dispute between the parties arises related to the swaption, Sutherland
would not represent either party with respect to such dispute
regardless of forum.

Please let me know whether you have any other questions regarding this
matter.  We appreciate ECT*s willingness to accommodate Sutherland in
this matter, and continue to value our relationship with Enron.