Jason,

Following are my comments in blackline on the above.  Hopefully you will be 
able to distinquish my comments from the counterparty.  To help you 
distinquish, my comments are in sections, 1(c), 3(e) and 6(second 
paragraph).  Let me know if you have any questions. 

Clement





	"JASON PETERS" <PETEJ@andrews-kurth.com>
	08/22/2000 01:06 PM
		 
		 To: <cabrams@enron.com>
		 cc: <samantha.boyd@enron.com>, <Sara.Shackleton@enron.com>
		 Subject: Enron Corp. Guaranty - Harvard ISDA


  Clement,

Attached for your review, please find a blacklined copy of the Enron Corp. 
Guaranty Form for Financial Swaps marked to show changes requested by the 
above-referenced counterparty.  After you have had an opportunity to review 
the attachment, please forward your comments to me.  My fax is 713-238-7129 
and my e-mail is jpeters@andrews-kurth.com.

Thanks,

Jason

 - Blacklin.DOC