----- Forwarded by Sara Shackleton/HOU/ECT on 06/09/2000 03:55 PM -----

	Susan Bailey
	06/09/2000 02:29 PM
		 
		 To: grosenbl@exchange.ml.com
		 cc: pbarna@exchange.ml.com, Sara Shackleton/HOU/ECT@ECT
		 Subject: ISDA Master Agreement

Gary, 

At the request of Sara Shackleton, attached is a blacklined version of the 
Schedule to ISDA Master Agreement, which compares the newest version (dated 
6/8/2000) against the version (dated 6/2/2000), which I sent to you under my 
E:mail transmission of June 2nd.





Please be advised, Sara has not been able to review your "confidentiality" 
provision at this time.  She would like to schedule a conference call with 
you on Monday, June 12th, in order to so.  Please let her know your 
availablity.

Also, direct a copy to either Sara or me of the draft Guaranty to be provided 
by Merrill Lynch & Co., Inc.

Thanks,

Susan 

phone: (713) 853-4737
fax:        (713) 646-3490
e:mail: susan.bailey@enron.com