----- Forwarded by Sara Shackleton/HOU/ECT on 06/19/2000 10:56 AM -----

	Jeff Blumenthal
	06/18/2000 04:16 PM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Assignment of ISDAs

Sara,

For your information.  Best regards.  Jeff
---------------------- Forwarded by Jeff Blumenthal/HOU/ECT on 06/18/2000 
04:14 PM ---------------------------
From: Peggy Banczak on 06/16/2000 07:26 PM
To: Jeff Blumenthal/HOU/ECT@ECT
cc: Jaime Williams/NA/Enron@ENRON, Stephen H Douglas/HOU/ECT@ECT, Susan 
Helton/HOU/ECT@ECT 
Subject: Re: Assignment of ISDAs  

Jeff:  In case you are not aware, there is another attorney that assists 
Jaime with his trading business.  Her name is Sara Shackleton and I am sure 
she would appreciate being informed of tax matters related to the Mexico 
Group's trading activities.



	Jeff Blumenthal
	06/12/2000 03:44 PM
		 
		 To: Jaime Williams/NA/Enron@ENRON
		 cc: Susan Helton/HOU/ECT@ECT, Peggy Banczak/HOU/ECT@ECT, Stephen H 
Douglas/HOU/ECT@ECT
		 Subject: Assignment of ISDAs

Jaime,

In connection with our telephone conversation with Susan Helton last Friday, 
I wanted to follow up with you regarding the possibility of Enron North 
America Corp. ("ENA") assigning some or all of its ISDA agreements entered 
into with Mexican counterparties to an Enron entity formed under the laws of 
Mexico ("Enron Mexico").  Such a transfer would cause ENA to be subject to 
U.S. federal income tax (at a 35 percent rate) on the value of the contracts 
assigned.

As we discussed, one alternative may be for Enron Mexico to enter into new 
ISDA agreements with the Mexican counterparties, and to allow the ISDA 
agreements entered into by Mexican counterparties with ENA to lapse or, 
alternatively, to cancel such agreements.  While such an alternative may be 
preferable from a U.S. tax perspective, other business concerns must also be 
considered (such as credit issues).

Please contact me at ext. 35777 if you'd like to discuss further.

Best regards,

Jeff