If organizational changes that are announced together are expected to be 
bound together by a common theme, then this announcement may fall a bit 
short.  The continuing growth of the demands placed upon the Government 
Affairs organization has, however, necessitated certain modest organizational 
shifts and additions, many of which have already occurred or have been in 
transition for the last several weeks.  Rather than attempting to explain the 
rationale for each change in this memo, instead, I will briefly describe them 
(attached is a revised organizational chart and map), and offer to answer any 
questions anyone might have.

While Sue Nord will continue to report directly to me in the role of policy 
development and coordination, she has been and will be spending a 
considerable amount of her time on broadband and communications issues and 
will also report to Scott Bolton and Donald Lassere in that capacity.
Steve Montovano will assume responsibility for an additional six southeastern 
states, including responsibility for SERC.  Marchris Robinson and Tom 
Chapman, who has agreed to join the group on a more permanent basis as a 
Senior Regulatory Specialist, will report to Steve.  Ron McNamara has also 
joined Steve,s group and will focus on the tight power pools in the Northeast 
U.S.
Janine Migden will assume responsibility for the states of Tennessee, 
Arkansas, and Louisiana as well as issues related to TVA.  Bill Moore will 
now report to Janine.
In order to assure more intraregional coordination in the West, Mary Hain, 
who supports ENA,s trading desk in Portland, now reports to Paul Kaufman.
With Kathleen Magruder,s recent departure to ResCo, we are actively searching 
for an individual to direct our efforts in Texas and Oklahoma as well as our 
efforts at ERCOT and the Southeast Power Pool.
Scott Bolton and Donald Lassere have each done an outstanding job supporting 
Enron Broadband Services throughout the world these past months and will 
share responsibility for directing those efforts in the Americas.  They will 
also assume responsibility within the group for Enron,s E-Commerce efforts in 
the Americas.  In addition to Sue Nord, the group will consist of Tracy 
McLaughlin, who supports Scott in Portland, Xi Xi, an analyst who joined us 
early this year in Houston and Lara Leibman who has just joined the group.  
Lara will also continue her activities relative to the Department of Justice 
and the Federal Trade Commission.
Ricardo Charvel, in addition to his responsibilities in Mexico, will assume 
overall responsibility for Central America, the Caribbean Basin as well as 
Columbia and Venezuela.  Reporting to Ricardo are Alberto Levy, who is 
primarily responsible for Venezuela and Columbia and Vinio Floris, who 
recently joined us from Azurix, who will be primarily responsible for Central 
America and the Caribbean Basin.
Tom Delaney will now report to Jeff Brown and will support him in our 
continuing efforts to bring additional reform and standardization to 
wholesale power markets in the U.S.  Damon Harvey has also joined Jeff,s 
group as an analyst.
Gloria Ogenyi, Thane Twiggs and Robert Neustaedter have all joined Harry 
Kingerski,s group to enhance that group,s ability to provide rates and other 
regulatory services throughout the Americas.
With Tom Reichelderfer,s departure, Susan Covino will be the sole coordinator 
for the government affairs group,s contractual relationship with ResCo.  
Susan will also begin to get involved in other projects over the next several 
weeks.
The Federal Government Affairs group organization will have a flatter 
organizational structure with each individual in the group reporting directly 
to Joe Hillings.  Functional assignments, which are reflected on one of the 
attachments, have also been made in this group to bring additional focus to 
their efforts, with an increased emphasis on issues related to our energy, 
broadband services and e-commerce-based business activities and a refocusing 
of the group,s efforts in support of commercial groups globally to better 
align them with the near and mid-term objectives of the regional commercial 
groups throughout the world.   On a separate note, Tom Briggs will be joining 
the Federal Government Affairs group in Washington early this summer.  We are 
pleased to have Tom, who has most recently been in London in the Enron Europe 
Government Affairs group, join the Federal Government Affairs team.

Please join me in welcoming, congratulating, and wishing well the individuals 
noted in this memo. 

 One final thought.  As we are quickly approaching the mid-point of the year 
2000, we must stay constantly  focused on our overall group objectives for 
the year as well as on our respective regional group objectives (see attached 
'Top 10' objectives for U.S. & Canada).  With that said, the hard work and 
dedication of so many individuals in the group does not go unnoticed.  As the 
group has grown, it has become increasingly difficult for me to visit the 
regions as frequently as I once did and to spend as much time on an 
individual basis with many of you.  My respect, gratitude and affection for 
the people in this group only grows, however, with time.  Our collective 
task, while both challenging and intellectually stimulating, is also quite 
daunting with both ever growing burdens and opportunities as the company 
continues to grow and prosper.  We must continue to work hard to meet our 
objectives, but we must also find a way to keep our work and jobs in their 
proper perspective and to have fun during the journey.  Whatever I can do to 
help meet those objectives I will do, and, of course, am always open to 
suggestions in that regard.  

Thank you