Per our discussion, OK on the registration provisions.  On it overall--we 
would like to have the cash settlement option taken out [if, down the line 
when it unwinds or settles, you at Global Finance would like to have that 
ability we would simply raise the issue with Lehman and attempt to 
renegotiate].





	Clint Freeland
	10/16/2000 10:12 AM
		 
		 To: Ryan Siurek/Corp/Enron@ENRON, Sara Shackleton/HOU/ECT@ECT, Jim 
Armogida/Corp/Enron@ENRON, Jeff Nogid/HOU/ECT@ECT
		 cc: 
		 Subject: Issuer Forward

Here is a draft forward confirm from Lehman.  It should incorporate the 
registration rights language we want as well as the most recent accounting 
language that is needed.  Please review and give me your comments.  If we are 
happy with this, then we should move forward with an ISDA with these guys.  
Thanks in advance for your comments.
CF

----- Forwarded by Clint Freeland/Corp/Enron on 10/16/2000 10:10 AM -----

	"Franz, Philip" <pfranz@lehman.com>
	10/11/2000 05:53 PM
		 
		 To: "'Clint.Freeland@enron.com'" <Clint.Freeland@enron.com>
		 cc: 
		 Subject: Issuer Forward


At Paul Rosica's request I have enclosed an Issuer Forward confirm for your
review.

 <<ENRON.forward.10.11.00.doc>>

Regards,
Phil

Phil Franz
Transaction Management/Equity Derivatives
Lehman Brothers
(212)526-8482
pfranz@lehman.com
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 - ENRON.forward.10.11.00.doc