Kay:

Enclosed is a revised draft of the Enron North America form of
Confidentiality Agreement.  We have customized the form to specifically
reference the subject transaction and have added new paragraphs 2 and 7 to
cover items addressed in the master agreement.  If you have any questions or
comments, please let me know.   Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure:    128705v1



                    Confidentiality Notice
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 - 2rb501!.DOC