Mara:

Attached are blacklined versions based upon Cargill's comments to both the 
Enron Corp. and Cargill, Incorporated which I received from Ed Sacks.  Please 
note that I added a comma to guarantor's name in the Cargill, Incorporated 
guaranty since that is how we executed the Cargill, Incorporated ISDA Master 
Agreement.

Also, your change to the setoff language is fine.

Let's try to agree to everything this week.  Thanks.




Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com