Gentlemen - please see below as well as the S&C memo attached.  I will also 
send you a related email later.

Thanks.
Justin
---------------------- Forwarded by Justin Boyd/LON/ECT on 09/08/2000 18:55 
---------------------------


Jon Barrett@MGLTD
07/08/2000 17:46
To: Justin Boyd/LON/ECT@ECT, Janine Juggins/LON/ECT@ECT
cc: Trena McFarland/LON/ECT@ECT, Kevin Rhodes/MGLTD_London/MGLTD@MGLTD, Sid 
Tipples/MGLTD_London/MGLTD@MGLTD, Alfred Pennisi/NYC/MGUSA@MGUSA, Andrew 
Cornfield/LON/ECT@ECT 

Subject: FX Transactions

We received the attached from Sullivan & Cromwell re the FX business and the 
possibilities of using a US companyn which company to use for contract 
purposes. At a meeting here at MG today, the consensus/preference was not to 
use a UK company as we have no full ISD (chapter 10) firm nor the wish to 
change MG's status.

Per the advice from S&C, we like the idea of using a US corporation with a UK 
"arranger" to cover any UK regulatory issues that arise. Dependent on where 
the business will end up (I understand to be discussed by Gary Hickerson/Mike 
Hutchinson 18th August), the following appears to be the among the logical 
solutions:

1. Contractual entity - either Enron North America, MG London Inc or Newco 
Inc.
2. Arranger - either EEFT Ltd, Metallgesellschaft Ltd or MG Brokers Ltd 
(depending on the effect on their chapter 3 status for the last two).

The current customer base consists of entities in the US, Canada, France, UK 
and Switzerland.

Please advise on any group/tax issues that can affect the final decision. If 
you need any further information, please let me know.

Many thanks.


---------------------- Forwarded by Jon Barrett/MGLTD_London/MGLTD on 
07/08/2000 15:59 ---------------------------


GILBERGD@sullcrom.com on 06/08/2000 15:45:55
To: jbarrett
cc: RAISLERK@sullcrom.com 

Subject: FX Transactions



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Attached is a draft of the memo we discussed on the proposed FX business. 
Please call or e-mail with any questions.  Best regards.


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