I am having trouble getting this to you.   So I am trying again.     Also do you have any inventory that could be sold that is not encumbered already.   Trying to think about what could be done to improve your cash in the short term.

-----Original Message-----
From: Hayslett, Rod 
Sent: Monday, November 26, 2001 10:55 AM
To: Piro, Jim
Subject: FW: Returned mail: see transcript for details




Can you help us out here from what you know?     I do not believe you
can loan money to Enron.     Have you filed to be able to make the
special dividend?

-----Original Message-----
From: Goodrow, Alicia=20
Sent: Monday, November 19, 2001 2:27 PM
To: Adams, Gregory
Cc: Hayslett, Rod; Ginty, James; Maxey, Dave
Subject: RE: PGE Dividend


Greg:

I do not have any access to information regarding PGE retained earnings.


As we discussed this morning, distributions of cash in the form of
dividends will be subject to a tax of approximately 7%.  This tax can be
avoided completely if the distributions of cash take the form of
intercompany loans which are settled at the close of the sale of PGE.
Significant tax research and intercompany briefings took place on this
very topic in July and August of this year.  The procedures for
settlement of the loans are already baked into the PGE purchase and sale
agreement. It is my understanding that some loans of cash have already
been made under this procedure, but I am the wrong person to talk to
about PGE issues or that sort.  Rod Hayslett would have more
information.=20
=20
Jim Ginty is the appropriate tax department contact for PGE Purchase and
Sale Agreement issues.=20

Regards,=20

Alicia Goodrow

-----Original Message-----
From: Adams, Gregory=20
Sent: Monday, November 19, 2001 10:36 AM
To: Goodrow, Alicia
Subject: FW: PGE Dividend


Alicia,

Do we know / can we quantify the amount of undistributed/retained
earnings as of Sepetmber 30th, and what the tax impact would be of
distributing that amount.

Thanks again.

Greg Adams
713-853-3887

-----Original Message-----
From: Brown, Bill W.=20
Sent: Monday, November 19, 2001 10:25 AM
To: Adams, Gregory
Subject: Re: PGE Dividend


I had heard something similar.  We should probably get alicia to
quantify exactly how much the leakage would be {in dollars} and how the
mechanics would work.  Please tell alicia that we understand that this
would be a whalley, mcmahon, causey decision.  We are only trying to
identify options and quantify breakage and leakage.

Thanks very much for the update keep me posted.
William W. Brown


**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate an=
d may contain confidential and privileged material for the sole use of the =
intended recipient (s). Any review, use, distribution or disclosure by othe=
rs is strictly prohibited. If you are not the intended recipient (or author=
ized to receive for the recipient), please contact the sender or reply to E=
nron Corp. at enron.messaging.administration@enron.com and delete all copie=
s of the message. This e-mail (and any attachments hereto) are not intended=
 to be an offer (or an acceptance) and do not create or evidence a binding =
and enforceable contract between Enron Corp. (or any of its affiliates) and=
 the intended recipient or any other party, and may not be relied on by any=
one as the basis of a contract by estoppel or otherwise. Thank you.=20
**********************************************************************