Here's our local counsel's response on the Duke question relating any 
contractual obligations (in Indiana) to retain a certain minimum number of 
employees.  His answer relates specifically to the tax abatement that we 
received.  In his memo, he suggests that we speak with John Gregg (which as 
you both know I have already done).  He mentioned that going below nine 
employees would likely ruffle some political feathers.  If I am not mistaken, 
however, I believe that we have more than nine people and therefore there 
might be some economies that are achievable by a potential buyer.

Stuart


----- Forwarded by Stuart Zisman/HOU/ECT on 11/01/2000 08:56 AM -----

	"Jim Williams" <JNW@middreut.com>
	11/01/2000 07:08 AM
		 
		 To: <szisman@ect.enron.com>
		 cc: 
		 Subject: Tax Abatement


I faxed this to you.  It is attached in WordPerfect and Word format.  Let me 
know if you need anything further.

James N. Williams
MIDDLETON & REUTLINGER
2500 Brown & Williamson Tower
Louisville, Kentucky 40202
502-584-1135
FAX 502-561-0442

=================================

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 - ZismanMemo-10-31-00.wpd
 - ZismanMemo-10-31-00.doc