---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on 
08/04/99 08:01 PM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  "Coleman, Paul" <Paul.Coleman@slaughterandmay.com>                     
      08/04/99 10:18 AM
	

To: "'Enron (U.S.),  Clement Abrams'" <cabrams@enron.com>, "'V&E, Mike 
Schimberg'" <mschimberg@velaw.com>, Mark - ECT Legal Taylor/HOU/ECT, "'V&E, 
Terry Yates'" <tyates@velaw.com>
cc: "Hassan, Taner" <Taner.Hassan@slaughterandmay.com>, "SELIGMAN, George" 
<George.Seligman@slaughterandmay.com>, "'Milbank, Jon Nash'" 
<jnash@milbank.com>, "'Enron, Mark Evans'" <mevans@enron.co.uk>, "'Enron, 
Robina Barker Bennet'" <rbarker-bennett@enron.co.uk> 
Subject: Watershed - executive summary and chart



Dear all,

As already promised to some of you, attached is a copy of the transaction
summary (very big picture) which we prepared for the purpose of distributing
among the senior lenders.  It includes a structure chart.

Please note that, also as already indicated to some of you, ECT Europe Inc.
is to play no part in the transaction.  In this respect both the attached
summary/chart and the documentation are out of date.
Instead, Enron Capital and Trade Resources Corporation will assume the role
expressed to be assumed by ECT Europe Inc.

This will need to be taken account of when preparing your opinions.

Kind regards,  Paul Coleman.



 <<CC992140.DOC>>
ID: CC992140300


Please extract the attached file.


SLAUGHTER AND MAY, 35 Basinghall Street, London EC2V 5DB.  Telephone: 0171
600 1200

This E-Mail message is CONFIDENTIAL and may contain legally privileged
information.  If you are not named above as an addressee it may be unlawful
for you to read, copy, distribute, disclose or otherwise use the information
in this E-Mail message.  If you are not the intended recipient of this
E-Mail message please telephone or E-Mail us immediately.

A list of the partners and their professional qualifications is available
for inspection at the above address.  The partners are either solicitors or
registered foreign lawyers.

 - CC992140.DOC