Dear Susan -

As per our phone conversation of last week, attached for your review please 
find
a revised draft (both clean and blacklined) of the Schedule to the ISDA Master
Agreement. The attached draft incorporates all of Morgan's comments and should
be self-explanatory. The motivation behind many of our comments was a 
conscious
effort to keep the credit terms nearly identical to those already agreed to 
with
other Enron entities.

Please review the attached and feel free to call, fax or e-mail me with any
questions or comments.

Sincerely yours,
Mike Stolfi
212-648-8231
212-648-5125 fax


(See attached file: Enron North America - MAS#3.doc)(See attached file: Enron
North America - MAS#3(blined).doc)



|--------+----------------------->
|        |                       |
|        |          Susan.Flynn@e|
|        |          nron.com     |
|        |                       |
|        |          05/26/00     |
|        |          10:13 AM     |
|        |                       |
|--------+----------------------->
  >--------------------------------------------------------|
  |                                                        |
  |       To:     stolfi_michael@jpmorgan.com,             |
  |       steuart_henry@jpmorgan.com                       |
  |       cc:     Jeff.Nogid@enron.com,                    |
  |       Sara.Shackleton@enron.com, Rod.Nelson@enron.com, |
  |       (bcc: Michael Stolfi)                            |
  |       Subject:     ISDA Master Agreement between ENA   |
  |       and Morgan Guaranty Trust    Company ("Morgan    |
  |       Guaranty")                                       |
  >--------------------------------------------------------|








     Attached for your review and comment is a draft of the Schedule and 
Credit
Support Annex to the referenced agreement.  It is our intention to replace the
existing Master Energy Price Swap Agreement dated as of May 28, 1992 between
Enron Risk Management Services Corp. (now known as Enron North America Corp.)
and Morgan Guaranty  (the "Existing Master Agreement") with the ISDA Master
Agreement.   Under the exisiting Master Agreement, Enron Corp. executed a
$50,000,000  Guaranty in favor of  Morgan Guaranty. The draft ISDA Master
Agreement includes our updated form of Guaranty.  We can either amend the
exisiting form of Guaranty or amend and restate the exisiting Guaranty with 
our
updated form of Guaranty.

     Should you have any questions or comments, please  call either Sara
Shackleton (attorney) at (713) 853-5620 (email address:
sara.Shackleton@enron.com) or me (paralegal) at (713) 853-0975 (email address:
susan.flynn@enron.com).   We look forward to hearing from you.



(See attached file: 181ctr.doc)


 - 181ctr.doc
 - Enron North America - MAS#3.doc
 - Enron North America - MAS#3(blined).doc