Attached please find a memo prepared by the Barreras, Siqueiros y Torres 
Landa firm concerning the Amparo proceeding in which Enron Energia Industrial 
de Mexico, S. de R.L. de C.V. is an interested party.  This memo reinforces 
the opinion previously provided by the Lopez Velarde firm.

Should you have any questions or comments, please advise. 
----- Forwarded by Peggy Banczak/HOU/ECT on 11/20/2000 09:41 AM -----

	"Eduardo Siqueiros T." <est@bstl.com.mx>
	11/15/2000 09:47 PM
		 
		 To: peggy.banczak@enron.com
		 cc: 
		 Subject: Enron Energia Induistrial de Mexico


Dear Peggy:

In furtherance to our telephone conversation, please find below brief 
analysis of the amparo claim submitted by Consorcio Desarrollo Economico 
Mexicano, S.A. de C.V. ("Consorcio")which you have the concern may affect the 
standing of permits granted to Enron Energia Induistrial de Mexico, S.A. de 
C.V. ("Enron").

The main arguments presented by Consorcio in its amparo complaint seeks to 
challenge the constitutionality of certain legislation, including regulations 
under which permits are granted for generation of electricity. ?Further, 
Consorcio challenges the actions of the Energy Regulatory (Commission 
Comision Reguladora de Energia) insofar as it granted a permit to Enron and 
other entities, despite the fact that Consorcio had submitted an application 
earlier in 1999. ?The challenge is also directed against action of the 
Federal Electricity Commission (Comision Federal de Electricidad) and Luz y 
Fuerza del Centro, for executing a Supply Agreement with the permit holders.

The claim of amparo is in our belief deficient, and so is their initial 
request to be granted a suspension of effects during the judicial process.

It is important to point out that the amparo claim is filed against laws and 
actions of authorities, and not against private entities or actions of 
private entities.

From the documents reviewed, Enron filed a brief as third interested party 
affected (tercero perjudicado) whereby it essentially presented the argument 
that Consorcio could not avail itself of the protection of amparo, to the 
extent that it had already consented to the validity of regulations at the 
time it filed itself for an application to be awarded a permit for generation 
of electric energy.

In its ruling of September 29th 2000, the Second District Court for 
Administrative Matters for the Federal District rejected the claim for 
procedural grounds (sobreseimiento), withouit examining the merits of the 
claim, insofar as it determined that there were several causes therefor, 
including, but not limited to the fact that the claim against certain 
authorities was inapplicable. ?It also indicated that the nature of the 
permits executed by the Energy Regulatory Commission should be deemed as 
actions among private entities. ?We believe this last aspect is incorrect, 
although we believe there were ample causes for denial of the amparo, even 
though the District Court did not examine the merits of the complaint.

The District Court did not therefore consider the arguments submitted on 
behalf of Enron.

Consorcio thereafter appealed through a procedure of review (recurso de 
revisi?n), challenging that the District Court failed to identify CFE and Luz 
y Fuerza del Centro as authorities, even though they had powers enacted as 
authorities. ?It did not, however, address the issue outlined by the District 
Court on whether the permits were of a private nature.

Enron filed through its local counsel a new brief identifying the failure by 
Consorcio to identify actions which affect its rights as required under 
Mexican Amparo Law, while it insisted on the fact that Consorcio had 
consented to the law.

In light of the above, we believe there are scarse opportunities for the 
appeal (revisi?n) to be successful, because even though the Collegiate 
Circuit Court were to deem that the District Court failed to examine certain 
issues and decided to examine the merits of the claim, the arguments and 
purported legal rights affected which were claimed by Consorcio should not be 
deemed to be valid.

If you would like any clarification to the above, we will gladly oblige.


Regards,
Eduardo Siqueiros
Barrera, Siqueiros y Torres Landa
est@bstl.com.mx
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