Please see the attached revised form of opinion for HQ.  Since we will not 
require HQ joinder of Master, I revised the opinion to reflect its primary 
coverage of the Guaranty.  I believe this will clarify the opinion matters 
for this mornings discussions.  Mary




Please forward as necessary

Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com