John,

I couldn't agree with you more.  New York law is workable.  The attached 
draft form looks fine.

Clement



	John Viverito
	08/24/2000 01:10 AM
		 
		 To: Clement Abrams/Corp/Enron@ENRON
		 cc: Mark Taylor/HOU/ECT@ECT
		 Subject: Enron Corp. Guaranty/Japan

Clement-

I am temporarily based in Tokyo and have been working with Mark Taylor to put 
together our ISDA related documentation for use in Japan with Japanese 
counterparties.  

With regard to the Enron Corp. guaranty, it is believed that utilizing New 
York law, as opposed to Texas law, may be more palatable (based on local 
market practice) for the Japanese counterparties.  Therefore, I would like to 
obtain your view in doing so.  Attached hereto, is a draft of the guaranty 
for your reference (this particular draft has been prepared for The Mitsui 
Marine and Fire Insurance Co., Limited).

Thank you for your kind attention to this matter.

Best regards,

John Viverito