Thanks for the note.  The family is doing well -- keeping us busy with a 
teenager driver, one in junior high and Tyler who is almost three.  Hope that 
you and your family are doing well.  I know that you must be busy at EES.  
Enjoy this upcoming holiday season.  --Sally 


To: Sally Beck/HOU/ECT@ECT
cc:  
Subject: Organizational Changes

Sally,

just wanted to drop you a note to say congratulations on your expanded role. 
i hope everything is well w/ you & your family.

regards,
nh
---------------------- Forwarded by Neil Hong/HOU/EES on 11/15/2000 07:36 PM 
---------------------------

Ken Lay and Jeff Skilling@ENRON
11/08/2000 04:59 PM


Sent by: Enron Announcements@ENRON
To: All Enron Worldwide
cc:  
Subject: Organizational Changes

We are making a number of significant organizational changes.  These changes 
are intended to accomplish four key objectives:

First, we need to realign all our wholesale businesses around the successful 
business model developed over the last decade in North America and Europe.  
This model relies on extensive physical and transactional networks built 
around a relatively small strategic asset position.

Second, we need to significantly streamline corporate reporting 
relationships.  Particularly with Joe Sutton,s departure, the ability to 
directly manage the day-to-day activities of 15 independent business units 
has become increasingly difficult.

Third, we need to accomplish these changes without, in any way, compromising 
the ongoing profitability of all our businesses and without delaying or 
hindering our effort to monetize a significant portion of our lower-yielding 
asset positions.

And fourth, as always, we need to take advantage of the reorganization to 
redeploy our talent into our highest value opportunities.

ENRON WHOLESALE SERVICES

Today, we are forming Enron Wholesale Services (EWS) which will consolidate 
our global wholesale businesses.  The closer alignment of our wholesale 
businesses will accomplish the following: (1) enhanced communication and 
coordination across business units, (2) more rapid deployment of people to 
higher valued opportunities, (3) more effective prioritization of 
opportunities across the wholesale business, and (4) more rapid extension of 
Enron,s wholesale business model and capabilities into new industries and 
markets.

Enron Wholesale Services will include our current North American, European 
(including Japan and Australia), Global Markets, and Industrial Markets 
operations, and will be expanded to include Enron,s Net Works business unit 
as well as a new unit ) Enron Global Assets.  In addition, Enron,s merchant 
businesses outside of North America and Europe will be integrated into this 
new structure as described below.

Mark Frevert, currently Chairman of each of our wholesale units, will assume 
the role of Chairman and CEO of Enron Wholesale Services.  Greg Whalley, 
currently Chairman and CEO of Enron Net Works, will join Mark in the Office 
of the Chairman as President and Chief Operating Officer.

Providing further impetus for these organizational changes, several of our 
international business unit leaders have elected to move into new leadership 
positions:

Rebecca McDonald, currently CEO of Enron APACHI, will join EWS as President 
and CEO of Enron Global Assets. Enron Global Assets will have responsibility 
for managing all of Enron,s existing energy asset portfolio outside of North 
America and Europe.  Joining Rebecca in the Office of the Chairman as COO 
will be Jim Hughes, currently COO of Enron APACHI.  Rebecca and Jim will 
report to the EWS Office of the Chairman.

Sanjay Bhatnagar, currently CEO of Enron India, has joined EBS as CEO for the 
Middle East and Asia region.  Sanjay will be responsible for building our 
broadband business in this region and the current EBS team in this region 
will report to Sanjay.  In this role, Sanjay will report to the EBS office of 
the Chairman.  In addition, Sanjay will continue to remain responsible for 
Enron,s wholesale energy business in India and will transition this business 
into Enron Global Assets in the near future.
 
Diomedes Christodoulou, currently Co-CEO of Enron South America, has joined 
EBS as Chief Commercial Officer.  Diomedes will be located in London and will 
focus his origination activities on global opportunities, with near term 
attention to the wholesale and enterprise sectors.  Diomedes will report to 
the EBS Office of the Chairman.

Jim Bannantine, currently Co-CEO of Enron South America, will be joining EES 
to lead EES, commercial efforts outside North America and Europe.  In order 
to ensure a smooth transition for our South American businesses and to 
facilitate our asset sales activities, Jim will remain in South America for 
at least the next several months and continue to serve as CEO of Enron South 
America.  Throughout the transition, Jim will report to Cliff Baxter and to 
the Office of the Chairman of Enron Wholesale Services.  Following the 
transition, Jim will join EES.

In addition to these changes in our international asset operations 
activities, we are making the following changes in our merchant wholesale 
businesses and the commercial support functions:

Enron Net Works
Louise Kitchen will assume Greg,s previous responsibilities as President and 
CEO of Enron Net Works, reporting into Mark and Greg.  

Enron Americas
Concurrent with the transfer to Enron Global Assets of responsibility for 
operating Enron,s South and Central America asset base, all trading, 
marketing, and new asset development activities in these regions will report 
into a new entity, Enron Americas.  Enron Americas will have responsibility 
for all wholesale merchant businesses across North, Central and South 
America.  Dave Delainey, President and CEO, and John Lavorato, Chief 
Operating Officer will comprise the Office of the Chairman for Enron 
Americas.

Enron Europe
The Enron Europe organization, which includes Enron,s businesses in Australia 
and Japan, and Enron Metals, remains unchanged under the leadership of John 
Sherriff, President and CEO, and Michael Brown, Chief Operating Officer.

Enron Global Markets
Enron Global Markets, under the leadership of Mike McConnell, President and 
CEO, and Jeff Shankman, Chief Operating Officer, will continue to have 
responsibility for Enron,s Middle East and LNG operations.  With the 
exception of Ecoelectrica in Puerto Rico, all operating power plants and 
associated personnel in the Caribbean and Central America will transfer to 
Enron Global Assets.  Enron Global Markets will also continue to manage the 
commodity businesses in crude and products, coal, weather, insurance, 
equities, interest rates, foreign exchange, and agricultural products.

Enron Industrial Markets
Enron Industrial Markets, organization, under the leadership of Jeff McMahon, 
President & CEO, and Ray Bowen, Chief Operating Officer, remains unchanged.

Commercial Support for EWS
The commercial support functions for EWS will remain with, and be managed by, 
the individual business units.  We are creating no incremental overhead in 
the creation of EWS, and in fact hope to reduce our operating costs by more 
efficient utilization and sharing of resources across EWS.

To this end we have asked several people to take on an expanded role across 
EWS in addition to their ongoing roles within their business units.  These 
newly defined roles are as follows:

Mid and Back Office Operations ) Sally Beck will lead Mid and Back Office 
Operations across EWS.  These services will become part of Enron Net Works, 
with Sally reporting to Louise Kitchen and Rick Causey, Executive Vice 
President and Chief Accounting Officer.  This alignment creates a coordinated 
services organization with IT and e-commerce platforms to support the 
wholesale businesses and to maximize opportunities to commercialize these 
services.  Mid and Back Office services for all commercial activities will 
continue to be organized with dedicated operations controllers responsible 
for specific commodities and/or geographic locations.
Legal ) Mark Haedicke will serve in the role of General Counsel for EWS.
Regulatory and Government Affairs ) This function will remain organized on a 
regional basis.  Rick Shapiro will support all EWS businesses operating in 
the Americas, and Mark Schroeder, who is based in London, will support all 
European and Eastern Hemisphere operations.  Rick and Mark will also continue 
to support all other Enron businesses operating in their respective regions 
and will continue to report to Steve Kean, Executive Vice President and Chief 
of Staff.
Public Relations ) This function is also organized primarily on a regional 
basis.  Eric Thode will have responsibility for North American activity, 
Enron Net Works, and Enron Industrial Markets.  Jackie Gentle will continue 
in her role for Enron Europe (including Japan and Australia) and John Ambler 
will have responsibility for activity outside North America and Europe as 
well as providing support for Enron Global Markets and Enron Global Assets.  
These individuals will also continue to have a split reporting relationship 
to Mark Palmer, Vice President of Communications.
Business Analysis and Reporting ) Wes Colwell will expand his role to cover 
EWS reporting in addition to his current role in North America.

Attached for your review is an organization chart for Enron Wholesale 
Services which summarizes the changes described here.  As this organization 
continues to evolve we will keep you informed of any additional changes.

ENRON GLOBAL EXPLORATION AND PRODUCTION
AND ENRON WIND

 As part of our company-wide initiative to examine our assets and investments 
around the world, we are considering a variety of options with respect to 
EGEP and EWC.  As a consequence, we are putting these businesses under Cliff 
Baxter,s direction.  Jeff Sherrick, CEO of EGEP, and Jim Noles, CEO of Enron 
Wind, will report to Cliff.

CORPORATE STAFF

 We are consolidating the corporate staff functions: Human Resources, 
Government Affairs, Public Relations/Communications and Administration.  In 
that regard, Cindy Olson, Executive Vice President of Human Resources and 
Community Relations, will report to Steve Kean, Executive Vice President and 
Chief of Staff.

COMMITTEE STRUCTURE

 In light of the increased leadership opportunities created by Enron,s 
growth, the Executive Committee will be expanded to include more of our 
business unit leaders.  The primary role of this committee will continue to 
be the communication of relevant information across Enron,s businesses and 
the coordination of activities across those businesses.  We will also be 
drawing on this group to lead company-wide initiatives such as the 
performance review process and evaluation and creation of new businesses.  
The Executive Committee membership is shown on the attached list.

 We are also forming a new committee ) the Enron Corporate Policy Committee.  
This group will be responsible for overall corporate policy, personnel 
management policy and corporate strategy.  The Enron Corporate Policy 
Committee membership is also shown on the attached list.

 We are confident that these changes will align our talent and our capital to 
our highest return opportunities.  Please join us in congratulating and 
supporting all of these individuals in their new roles.