----- Forwarded by Sara Shackleton/HOU/ECT on 09/22/2000 06:38 PM -----

	Mary Cook
	09/22/2000 11:18 AM
		 
		 To: jnaughto@cwt.com
		 cc: Sara Shackleton/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Travis 
McCullough/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT
		 Subject: Forms of Enron Raptor Swaps:  Review/Comment

Attached are the swap forms we have utilized in round one of the raptor off 
balance sheet swap project.  I have tried to clean them, and have also 
incorporated comments received thus far from Kirkland & Ellis, firm for 
Talon.  Please review these forms and provide any further comments or 
suggestions to them by Tuesday morning of next week.   As I mentioned, we 
plan to forward to you proposal sheets as and when received for all the 
remaining swaps to be placed into the raptor vehicles for preparation of the 
swaps by your firm.  We should know more about the timing of the next round 
of swaps next week.  As other and varied investments may be placed in the 
vehicles, we will ask that your firm develop the forms to be used on the 
basis of the proposals and any documents applicable to the underlying 
investment.  Finally, please finalize the memorandum on termination and 
forward to my attention next week, if possible.

Thank you for your continued assistance.  Please confirm receipt and ability 
to have comments to me by Tuesday.

Mary




Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com