Phil:

Why don't you execute (duplicate originals) and overnight to me? I'll return 
an original to you tomorrow (overnight), as well.  I'm located, specifically, 
at:

1400 Smith Street, EB 3801a
Houston, TX  77002

Please call if you need anything.  Thanks.

Sara



	<Philip.Levy@chase.com>
	12/18/2000 12:18 PM
		 
		 To: Sara.Shackleton@enron.com
		 cc: Jeffrey.W.Dellapina@chase.com, Soma.Ghosh@enron.com, 
Teresa.G.Bushman@enron.com
		 Subject: Re: Amendment of Chase/ERMS ISDA dated April 5, 1994


I have been speaking with Soma regarding the markup of the collateral
schedule to the Margin Agreement between Enron and Mahonia as well as the
Enron/Chase ISDA limiting the collateral to direct obligations of the US.
We needed to determine whether we could accept your proposal.  I have been
advised that the changes you requested are acceptable.  Accordingly, all
the amendments can be executed.  Please contact me regarding how you would
like to accomplish this.





<Sara.Shackleton@enron.com> on 12/18/2000 10:16:53 AM



To:   philip.levy@chase.com
cc:   Soma.Ghosh@enron.com, Teresa.G.Bushman@enron.com
Subject:  Amendment of Chase/ERMS ISDA dated April 5, 1994


Phil:

I was just checking to see when we would execute the amendment to the
Security Agreement (to permit the rehypothecation of securities).  Please
let me hear from you.

Regards,

Sara