---------------------- Forwarded by Benjamin Rogers/HOU/ECT on 12/16/99 10:16 
AM ---------------------------
   
	Enron North America Corp.
	
	From:  Enron NA Office of the Chairman                           12/16/99 
01:15 AM
	

To: All Enron North America
cc:  
Subject: Organizational Changes


To:  Enron North America Corp.

From:  Cliff Baxter and Kevin Hannon


In July, as part of the Enron North America (ENA) reorganization, the 
implementation of several objectives were highlighted as critical to the 
continued growth of ENA including: 1) accelerate the development of our 
people, 2) significantly expand our customer network and associated markets, 
and 3) accelerate and enhance the information flow between groups, both 
within ENA and across Enron. Consistent with these objectives and with the 
corporate goal of fostering &One Enron8, we would like to announce the 
following organizational changes in the Coverage/Origination Groups and the 
Commercial Transactions Group within ENA.

1) Coverage/Origination:

To ensure a consistent strategy, the free flowing of resources and product 
technology and the appropriate focus in the midstream and downstream 
businesses, the following coverage/origination groups will be consolidated 
under the leadership of Dave Delainey :
a) power development solutions for electric and gas utilities, municipals, 
co-ops, energy service companies and IPP,s;
b) the Downstream Coverage/Origination groups which focus on delivering a 
broad range of products and services to the heavy industrial customers 
including  pulp and paper, chemicals, plastics, refined products, metals and 
mining, heavy manufacturing, industrial gases, fertilizers, transportation, 
textiles and glass manufacturing the Eastern and Western U.S. Midstream 
Coverage/ Origination groups which focus on energy, finance and industries.

Downstream Coverage/Origination

As energy deregulation continues in North America, it is becoming clear that 
the heavy industrial segment will be an important customer market for both 
ENA and Enron Corp.  Further, it is clear that ENA can significantly expand 
its industrial customer network and create more innovative industrial 
solutions by having a group that can deploy all the capabilities of Enron 
Corp.  Against this backdrop, the Downstream Coverage/Origination function 
will expand its product offering to include not only ENA,s existing energy 
commodities, energy services, finance, assets and pulp and paper capabilities 
but also EES,s energy outsourcing capability and Global Fuel,s chemicals, 
plastics and refined products risk management capability.  These additional 
capabilities will be offered in conjunction with EES and the Global Fuels 
groups. Given the size and importance of this Enron initiative, Greg Piper 
will be returning from Portland to manage this business. Under Greg,s 
leadership, the Downstream Origination effort will be segmented into three 
sub-groups given the nature of these industries and our product offering:
a) Pulp and Paper ) Edward Ondarza will continue to manage the coverage 
activities in the Pulp and Paper business. This group will be responsible for 
the provision of innovative 
products and services in the pulp and paper industry including the provision 
of paper risk management products;
b) Chemicals, Plastics and Refined Products ) We have asked Jim Ajello to 
lead the coverage activities in this business.  This group will be 
responsible for the provision of innovative products and services in the 
chemicals and refined products industries;
c) Non-Integrated Industrials ) Bruce Garner, formerly leader of Bankers 
Trust,s global metals and mining group in London, has joined ENA to lead the 
coverage activities in this business.  This group will be responsible for the 
provision of innovative products and services for the metals and mining, 
heavy manufacturing, industrial gases, fertilizers, transportation, textiles 
and glass manufacturing industries.




Midstream Coverage/Origination

a) Eastern Coverage/Origination ) This group, activities will focus on 
energy, finance and power development solutions for electric and gas 
utilities, municipals, co-ops and energy service companies in the Eastern 
Interconnect. We have asked  Janet Dietrich to assume the leadership of this 
group;
b) Western Coverage/Origination ) This group,s activities will focus on 
energy, finance and power development solutions for electric and gas 
utilities, municipals, co-ops and energy service companies in the WSCC. They 
will also continue to manage all Qualified Facilities (QF) restructuring 
opportunities in the Western U.S.  We have asked Chris Calger to assume the 
leadership of this coverage group. Chris will relocate to Portland from 
Calgary where he currently leads the Canadian downstream origination efforts;
c) IPP Merchant Coverage/Origination ) This group,s activities will focus on 
the provision of structured energy, finance and asset solutions for the 
emerging merchant power generators who control large portfolio,s of merchant 
power generation either through development or acquisition. We have asked  
Mike Miller to assume the leadership of this group.  In addition, Mike will 
continue to manage the power development activities in the Eastern 
Interconnect;
d) Eastern QF Restructuring ) This group will focus on the QF restructuring 
opportunities in the Eastern Interconnect including the existing 
restructuring and re-capitalization of the East Coast Power assets.  We have 
asked Dave Duran to assume the leadership of this business. Greg Blair, 
formerly of Enron Asia,s development group, Doug Clifford, formerly of 
Citizens power, and Dick Lydecker, formerly of Cogen Technology, will join 
this newly formed business.

2) Commercial Transactions: 

The Commercial Transactions Group (CTG), co-headed by Ray Bowen and Jeff 
Donahue, was formed to provide a centralized resource for the execution of 
transactions within ENA ) and thereby, improve ENA,s efficiency in executing 
transactions and free-up the origination groups to increase their intensity 
of client coverage.  CTG consists of six primary functions: Transaction 
Development, Capital Structuring and Portfolio Management, Commodity 
Structuring and Transportation, Transactional Support/Accounting, Technical 
Analysis and Upstream Asset Management.

The Transaction Development Group will be responsible for deal leadership, 
execution and optimization of all aspects of a transaction in conjunction 
with the originator. The function will be divided into four teams, each of 
which will be dedicated to between two and four origination groups.  This 
dedication to specific groups should provide a closer link, better service 
and greater accountability with the origination groups; however, the CTG 
resources are designed to be a fungible and flexible resource allocated to 
the highest value transactions across the coverage functions:

a) Midstream Transaction Development will be dedicated to the Eastern and 
Western Coverage/Origination Groups.  The senior members of this group 
include Billy Lemmons, George McCormick, Erin Norris and Russ Porter. Billy 
Lemmons joined Enron in 1992.  Most recently, he was the Vice-President of 
Capital Structuring and Risk Management for EES. Russ Porter joins us today 
from Dynegy where he was a manager with responsibilities for power 
origination.
b) Downstream Transaction Development will be dedicated to ENA,s industrial 
origination efforts in Pulp and Paper, Petrochemicals and Refining, 
Environmental Energy, Metals and Mining and other industries as coverage is 
established.  The senior members of this team include Rodney Malcolm, Jay 
Boudreaux, Finley Biggerstaff and Chris Helfrich.  We anticipate announcing 
two to four more additions to this team within the next few weeks.
c) Generation Transaction Development will be dedicated to the IPP Merchant 
Services and power plant development and QF Restructuring groups.  The senior 
members of this team include Thomas Suffield, Andy Kelemen, Kelly Mahmoud and 
John House. Thomas Suffield joined Enron in 1996. Most recently, he was the 
Vice-President of Origination for the Latin American group in Azurix.  We 
anticipate announcing two more additions to this team within the next few 
weeks.
d) Upstream Transaction Development will be dedicated to the Producer 
Finance, Coal and Gas Assets groups.  The senior members of this team include 
Brad Dunn, John Curtin and Chris Hilgert.  We hope to announce the addition 
of at least one VP to this group prior to yearend.

Ray Bowen will have primary oversight responsibilities for the Upstream and 
Downstream Transaction Development teams with Jeff Donahue having primary 
responsibilities for the Midstream and Generation teams.  Andrea Reed will 
continue to head Capital Structuring and Portfolio Management: all junior 
commercial resources within the Transaction Development teams will have dual 
responsibilities to both their Transaction Development teams and to the 
Capital Structuring Group.  The remaining four groups within CTG will remain 
largely unchanged.  In addition, the Origination and the Transaction 
Development teams and their respective origination groups will be located 
together.

We believe that these changes will significantly enhance our market coverage 
and industry knowledge in all ENA,s markets particularly in the industrial 
markets. It will also provide a closer partnership and accountability between 
the Coverage/Origination Groups and the CTG Groups. 

Please help us in continuing to build on the success we have enjoyed in North 
America by working with us to implement these changes.