Dear Mark Taylor,

Please review the language below; it is a first attempt at making a non 
binding proposal to Noble Drilling.  Please return your approved language 
asap.

Thanks
John A. Peyton



Dear Mark Mey,

We appreciate your interest in our new dayrate financial products.  

For your consideration, we would like to indicatively propose a transaction 
in which Enron North America would purchase a Financial Call Option ("Cap") 
from Noble Drilling Corporation for the Calculation Period  April 1, 2001 
through June 30, 2001 for one Rig.  The Strike Price would be $65,000 per 
(Rig*Day) and the premium which we would pay to Noble Drilling Corporation 
(within Five Business Days of the Trade Date) would be US Dollars $200,000.

The Commodity Reference Price would be the arithmetic mean of the high and 
low Rig Day Rates for JU-300'-IC as published by Offshore Data Services, 
Inc., or its successor, in the last issue of Gulf of Mexico Weekly Rig 
Locator, or any successor publication, published during the applicable 
Calculation Period, on the page entitled "Gulf of Mexico Rig Utilization and 
Day Rates".  The Payment Date(s) would be the fifth (5th) Business Day 
following the date on which the Floating Price is determinable.

We have authority to enter into the above transaction and would be able to 
move quickly toward providing you with an executable contract.  Because the 
market for dayrates is highly volatile and because we may have made similar 
proposals to other counterparties, this indicative proposal is only good 
until August 31st, 2000.  We look forward to further discussions. 

This document contains indicative terms only and is not intended to create a 
binding or enforceable contract nor is it an offer or commitment to enter 
into any transaction.  All terms are subject to change until agreement as to 
a specific transaction has been reached.  ENA is not acting as a fiduciary or 
advisor and you should evaluate and understand the terms, conditions, and 
risks of all transactions in making your decisions with respect thereto.  The 
proposal described herein is subject to further review and approval by ENA 
and Counterparty and, among other matters, further review and approval of the 
board of directors of each party, and the negotiations, execution and 
delivery of definitive agreements containing all appropriate provisions, 
including those related to credit, limitations of damages and others.

Sincerely,

John A. Peyton
Director
Enron North America
713-853-0395 work
713-858-6810 car