Henry:
Enclosed are clean and marked revised drafts of the Schedules.  As we 
discussed, I have bracketed those sections that are still open.  Please note 
that since May, 2000 when the initial draft was sent to you we have updated 
our forms and I have included our new form language in Part 3, Sections (a) 
and (b), part 6, Sections (g) and (h), Paragraph 13 (g) and the LC form.  
Alos, I have made the chnages that you requested to the Enron Guaranty.  Are 
those chnages also acceptable for the ERI Guaranty?

I look forward to hearing from you.  I will be leaving to go on maternity 
leave at the end of this week.  In my absence, please contact Susan Bailey at 
713-853-4737 who will coordinate with another attorney in our group to get 
this finalized.


Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com