1.   We have received an executed Second Amendment to Master Agreement dated as of September 27, 2001 by and between Barclays Bank PLC and Enron North America Corp., which amends (a) certain provisions in the Master Agreement with regards to Payments on Early Termination and (b) certain credit provisions for both parties.

2.   We have received an executed Third Amendment to Master Agreement dated as of November 6, 2001 by and between Barclays Bank PLC and Enron North America Corp., which amends certain provisions in the ISDA Master Agreement dated as of January 13, 1994.


Copies of both Amendments will be distributed.




Samantha M. Boyd
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803
Houston, Texas 77002
Ph:  (713) 853-9188
Fax:  (713) 646-3490