I have attached a draft letter and release to send to CMS.  Please fill in 
the blanks and give me any other comments you may have.









	Mark Lay
	10/23/2000 05:39 PM
		 
		 To: Richard B Sanders/HOU/ECT@ECT
		 cc: Barbara Paige/NA/Enron@Enron
		 Subject: CMS

Richard,

You reviewed a letter from CMS a couple of weeks ago.  The company's senior 
management called me to ask what we saw that made us turn down the 
transaction.  I told them that I could not get specific because of the 
threatening overtone of their letter.  They suggested that they would be 
happy to send us a letter indemnifying us if it would allow EIP to sit down 
and walk through the issues that killed the deal.

I would like to be able to sit down with them to walk through these issues 
since EIP, as an organization, has been working with the company for almost a 
year.  I think they will sign a broad disclaimer.  Please get back to me as 
soon as possible with you suggestion for language.

Thanks,
Mark


Mark Lay
Enron Investment Partners
333 Clay St., suite 3800
Houston, TX 77002
p 713-853-7408
f 713-345-7670