I understand that Sara and I will visit with you Monday about this project.  
Attached are two updated forms of the equity swaps we have created thus far 
for warrants and shares with public/private options, and language to cover 
conversions of preferred, or rights to exercise warrants, that are not 1 to 
1.  Additionally, I learned late Friday that the materials I sent to you by 
fax last week are not the most current amendments to the Oconto Falls 
transaction.  You will be receiving another fax Monday morning.





Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com