I have attached hereto a copy of our memorandum dated September 20, 1999 
which had previously been provided to Mark Taylor setting forth our analysis 
of Canadian (Alberta/Ontario) legal/regulatory issues concerning the entering 
into of commodity based OTC products by Enron with counterparties on line 
through what was then Enron's proposed internet based trading system.  The 
proposed extension of that system to coffee, sugar and cocoa swaps/options 
does not present any unique issues under Alberta or Ontario laws.

Note that in reviewing the Septermber 20, 1999 memorandum, the Proposed Rule 
of the Ontario Securities Commission on OTC derivatives (which was not in 
effect as at the time of that memorandum) was eventually not implemented; 
accordingly, that part of the discussion regarding the Proposed Rule can be 
ignored.  Moreover, I understand that Ontario has, subsequent to the date of 
that memorandum, adopted the Uniform Electronic Commerce Act published by the 
Uniform Law Conference of Canada  which is based on the United Nations Model 
Law on Electronic Commerice and which, in short, gives legal efficacy to 
electronic documents and contracts.  Alberta has not yet adopted such 
legislation.

I trust this is satisfactory for your purposes.  Please contact me should you 
require anything further.  Regards.

>>> <Robert.Bruce@enron.com> 04/19/01 05:36PM >>>
Fred, as a follow-up to our telephone conversation, we would like to launch
some new products on EnronOnline -- swaps on coffee, sugar and cocoa (the
agricultural "softs").  We would like to know if Canadian law presents any
sort of restrictions or other issues with respect to financially settled
derivatives on these commodities.  We would like an analysis with respect
to both swaps and options (however, if timing becomes an issue, we should
concentrate on swaps, as our offering of swaps is more imminent).

We are looking at rolling out with nine products -- for each of the three
commodities, there will be a calendar-month swap tied to (i) the New York
Board of Trade price, (ii) the LIFFE price, and (iii) the spread between
the two exchange prices.

We would like the results of your analysis by April 27.  Please feel free
to call me with any comments or questions you may have.  Thank you for your
assistance with this -- Bob Bruce


Robert E. Bruce
Senior Counsel
Enron Wholesale Services
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com


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