Attached are the most recent drafts of the proposed Merger Agreement and 
Support Agreement.  Also attached is a draft term sheet for the preferred 
stock of Azurix that would be issued in exchange for the principal amount 
outstanding under the Credit Agreement  between Enron Corp. and Azurix.  
These documents are highly confidential.  Please do not hesitate to call me 
with any questions.  Thank you.  Lance.



 - v11 Agmt and Plan of Merger  - Merger Sub and Azurix 
 - v2-Summary of Terms 
 - v.11 - Support Agreement 


W. Lance Schuler
Enron North America Corp.
1400 Smith Street, EB 3826
Houston, Texas  77002
Phone:  713/853-5419
Fax:  713/646-3393
Email:  lance.schuler-legal@enron.com