All:  It appears that this is the group which can best address the 
(derivatives) issues which may arise when Enron Corp. attempts to enter into 
equity swaps/options/forwards based upon Enron Corp. stock.  We have all 
undertaken to provide the group with the following items:

(1)  "Procedures for Executing/Documenting/Unwinding Enron Corp. Equity 
Derivatives"
       Clint has already circulated a draft proposal.  Comments are invited.

(2)  The transacting party:  ENA (with an Enron Corp. guaranty) or Enron 
Corp.?
       Rex has no preference and credit's initial response was to consolidate 
trading in ENA.  I will revisit this issue with Bill Bradford.

(3)  Enron Corp. equity trading resolution
       Rex and Jim will handle the drafting and logistics.  This will be 
necessary if Enron Corp. is the trading party because the counterparty will 
want to review      (and equity trading requires authorization) AND also 
necessary if ENA is the trading party because equity trading requires 
authorization.

(4)  Standard form of Registration Rights Agreement
       Rex and Jim will handle the drafting.  This can be used as our "form" 
for future transactions.

(5)  Enron Corp. "position paper" addressing equity derivative parameters, 
preferable methods of settlement, registration rights, etc.
       I have no volunteers.  Maybe Bob Baird needs an assignment.

As you know, there are several outstanding confirms which require immediate 
attention before the foregoing items can be finalized.  Please let me know if 
we can establish a timetable for completion of this project.  Thanks for your 
help.  Sara