Sara,

Per your conversation with Phil Levy, attached please find our proposed
amendment to the Interest Rate and Currency Exchange Agreement currently in
place between The Chase Manhattan Bank and Enron North America Corp.  I
have reviewed the definition of "Specified Swap" as defined in Part 1(2) of
the Schedule and it does not appear to include foreign exchange
transactions.  Therefore, I have modified the definition in the amendment.

Please review the amendment and, if satisfactory, arrange for the execution
of two copies.  Both copies should then be returned to my attention at 270
Park Avenue, 40th Floor, New York, New York 10017.  In addition, once
executed, I would appreciate your faxing me a copy at 212-270-7368.  Once I
receive the originals and have them executed by Chase, I will return to you
one fully executed original for your files.

If you have any questions or comments, feel free to contact me.  My
telephone number is 212-270-2673.

Best Regards,

Maureen Ryan

(See attached file: Enron North America Corp. amendment to IRCEA.DOC)
 - Enron North America Corp. amendment to IRCEA.DOC