Attached is my first attempt at a draft template for the debt swaps.  I
would like to have a conference call Tuesday morning to discuss certain
portions of it, especially the Credit Events.  Please contact me at your
earliest convenience to discuss.  Best regards.

(See attached file: #504924 v1 - Enron Debt Swap Transaction
Confirmation.doc)
 - #504924 v1 - Enron Debt Swap Transaction Confirmation.doc