FYI.

Beverly Rudy of Sutherland, Asbill & Brennan called me over the holidays 
about this.

Alan
----- Forwarded by Alan Aronowitz/HOU/ECT on 11/27/2000 10:43 AM -----

	"Beverly Rudy" <BRUDY@SABLAW.COM>
	11/27/2000 09:03 AM
		 
		 To: <Alan.Aronowitz@enron.com>
		 cc: "Jamie Cain" <JCAIN@sablaw.com>
		 Subject: Confirmation of Conflicts Waiver


This e-mail confirms your voice mail of November 23 in which you gave 
clearance to Sutherland Asbill & Brennan to represent another existing firm 
client, Kraft Foods (which is owned by Philip Morris), with respect to OTC 
risk management swaps and like derivatives agreements that Kraft may enter 
into with Enron North America.  Your clearance on behalf of Enron North 
America is based upon my description of what SAB has been asked to do by 
Kraft, which is to review the ISDA documentation, provide comments and 
negotiate with Enron North America, if necessary.  We understand that the 
clearance given to SAB to work for Kraft on this matter is for the 
aforementioned transactions only.  Moreover, we assure you that if Enron 
North America and Kraft do enter into swap or other derivatives agreements, 
and a dispute between the parties arise related to those agreements, SAB 
would not represent either party with respect to such dispute regardless of 
forum.

Beverly J. Rudy
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C.  20004-2415
Phone:  202.383.0885
Fax:  202.637.3593
brudy@sablaw.com





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