I told Sandy that this looked fine to me but I am not a trasactional lawyer. 
I just want to make sure you know the obvious: Intratex has the Beeson case 
attached to it so we nedd to maintain our ability to bankrupt or otherwise 
separate this company from Mother Enron.
----- Forwarded by Richard B Sanders/HOU/ECT on 03/01/2001 02:44 PM -----

	Sandi M Braband
	02/27/2001 12:11 PM
		 
		 To: Richard B Sanders/HOU/ECT@ECT
		 cc: Barbara N Gray/HOU/ECT@ECT
		 Subject: Transfer of stock ownership in Intratex Gas Company and Panhandle 
Gas Company

Richard,
In connection with the sale of Houston Pipe Line Company, we are transferring 
ownership in the above-referenced companies from HPL to an entity now named 
LOA, Inc. which, until closing of the HPL sale, is a wholly owned sub of HPL. 
At, or just prior to closing, that ownership will be transferred to Enron 
Corp. since these companies are excluded assets. There is a note in the Corp. 
Secretary's records that indicates no mergers or consolidations of assets of 
these entities should take palce without Bob Williams approval. I am assuming 
that now means you and I do not believe the transfer of the stock qualifies 
as either a merger or a consolidation. However, since I believe the issue 
centers around pending or threatened litigation I thought I would pass this 
along in the event you needed to know or had an issue with it. Please let me 
know ASAP if you do--I am making the conveyance effective February 28th

Thanks,
Sandi