This afternoon I received from John Scarborough the revised flow of funds 
diagram; these new numbers will be worked through attached amendment 
document.  I still need the four numbers requested in my attached 5/23 
e-mail:  (1) A&R LLC Agreement, Section 1.01, definition of Offer Price (need 
revised Class C member interest offer price), (2) Flow of Funds Memo (need 
new numbers for Section 3(a)(ii) (amount ECHO wires to ECS), (3) Flow of 
Funds memo (need new number for Section 3(b) (amount ECS wires to ECHO), and 
(4) Exhibit A to A&R LLC Agreement (amount of ECS' capital contribution in 
respect of Gallup, presumably value of contributed assets).  

Rhett Jackson has confirmed that attached amendment document is acceptable 
from tax viewpoint.  I have not heard from Chris Sherman but assume also 
works from accounting viewpoint based upon our prior discussions.

Thanks for your help.  Regards, NJD




---------------------- Forwarded by Nora Dobin/Corp/Enron on 05/31/2000 02:51 
PM ---------------------------


Nora Dobin
05/26/2000 10:39 AM
To: Stephanie Balette Casas/HOU/ECT@ECT, Davis Thames/HOU/ECT@ECT, Mark 
Courtney/HOU/ECT@ECT, Mark Knippa/HOU/ECT@ECT, Gerald Nemec/HOU/ECT@ECT, Cris 
Sherman/HOU/ECT@ECT, Rhett Jackson/HOU/ECT@ECT, John Scarborough/HOU/ECT@ECT
cc:  
Subject: Gallup Update

I have not heard any comments re attached except that John Scarborough is 
working on numbers updates and changes.  Let me know of any other comments or 
scheduling issues.  I am back in the office.  Thanks, NJD

---------------------- Forwarded by Nora Dobin/Corp/Enron on 05/26/2000 11:36 
AM ---------------------------


Nora Dobin
05/23/2000 09:02 PM
To: Stephanie Balette Casas/HOU/ECT@ECT, Davis Thames/HOU/ECT@ECT, Mark 
Courtney/HOU/ECT@ECT, Mark Knippa/HOU/ECT@ECT, Gerald Nemec/HOU/ECT@ECT, Cris 
Sherman/HOU/ECT@ECT, Rhett Jackson/HOU/ECT@ECT, John Scarborough/HOU/ECT@ECT
cc:  
Subject: Gallup

Attached for your review is a draft of the Amendments to the Gallup LLC 
investment documents to reflect increased purchase price for ECS Gallup LLC 
interest sold to ECHO.  Please note that there are four blanks that need to 
be filled in (one on page 1, two on page 3 (from Flow of Funds memo) and one 
on Exhibit A (need value of contributed Gallup assets to set ECS capital 
contribution amount)). Let me know your comments.  Stephanie, I believe we 
can forward attached to Patty and her counsel for simultaneous review but 
will let you make that call.  

FYI, I am working from out of town on business but check voice mail (during 
day) and e-mail (at night). I should be back in office this Friday but can 
handle matters through these media until then.

Regards, NJD